Avengers:Earth's Mightest Aliens
by HVulpes2.0
Summary: What if the Avengers met Ben Tennyson?
1. Chapter 1

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter One

"Just like old times, hunting for some kind of alien thing in the middle of the night. In a sewer once again. Only this time we're in New York instead of some place like Bellwood." said Ben Tennyson, wielder of the Omnitrix, as he was spending time with his team of his cousin Gwen and her boyfriend Kevin Levin. Kevin took the lead as he was the one who discovered the tech network.

"The guys smuggling the tech have some kind of underground base under an old warehouse which is linked to the sewers. They use the underground waterways like a highway to run in and out the technology. We just have to find one of the access ports of the place so we can sneak in. Hopefully something small and unnoticable." said Kevin as he held a smartphone size device which he was using to detect the technology being used by the criminal elements.

"Do you have any idea who the buyers are for the tech?" asked Ben, as he marched through the sludge of the underground.

"Not sure other then they are paying major earth coin to get the stuff. Seems they have been stepping up to replace many of the orders the Forever Knights had before the whole Diagon thing. After that mess, the order seems to have splintered and gone underground until they decide what it is they are doing. These are some new guys and their buying habits are a bit different." answered the taller black haired young man as his red haired girlfriend ask the obvious question.

"Different how, Kevin?" asked Gwen as she tried to stay neat and clean in the mess surrounding them.

"The Forever Knights bought warfare tech. Weapons, armor, war machines, or anything they can turn into a weapon or help them win battles. The new guys are buying that but they are also buying up any and all technologies. Even simple translators, which the Knights never bought. Mainly because they didn't want to talk to aliens, just blast them. But they have been buying medical technology, power souces and more.

And one of their warehouses are somewhere under the city hooked up to this sewer... right... here." said Kevin as he pushed his hand against the wall, only for it to shimmer in the way which revealed a hologram.

Also in the sewers...

Tony Stark didn't like the fact he was in the sewer system, but he had to get down and dirt with the fact his technology had been stolen by someone which he had managed to track to some kind of subterrainian base connected to these sewers. He looked at the fellow Avengers which he had asked for help tracking down the lost technology.

He had selected Black Panther due to his stealth skills and knowledge of advance technology, which would help him avoid notice and be able to detect the tech when they looked for it. Wasp was also invited due to her ability to shrink and avoid notice, plus energy blasts didn't hurt either. Hawkeye also had training in stealth, even if the man seemed to be... less then suited for stealth most of the time. Add Tony in his new armor built for covert missions in mind, and they should have a team which could sneak into the compound and sneak out quickly with the stolen information.

"Everyone know what it is we're doing. In and out. If we get into trouble, I have some of the other Avengers prepared for back up duty." said Tony from within his black and dark red armor.

"Yeah, but why are were doing the whole sneaking thing instead of the busting in and taking your stolen information?" asked Wasp, curious of the mission type.

"Because it becomes easier to deal with who is stealing Iron Man's technoology if the thieves do not know we know about them. As long as they know nothing about us, we can collect intel on them, or even give them false intelligence which could hinder their plans." answered the Black Panther as they moved into the sewers.

"So how are we going to get to them if they are such great crooks as to steal a drive with all of Stark's tech on it? Unless Iron Man has something up his sleeve we're not being told about?" asked Hawkeye, trying to keep his bowstrings dry as well as his arrows.

"I built this armor for the sole purpose of stealth missions. It includes stealth chameleon circuits which cause it to blend in with the surroundings, making it visually invisible. Electronic jamming with makes it electronically invisible. Sonic dampeners based on Vibranium, generously supplied by Black Pnather. With all of that invisible cloaking technology, I had to include the most advance sensors of any of my armor, as well as the most advance hacking technology. What ever tricks they are using to hide are going to be... wait, there's a door there cloaked by some kind of hologram. Makes it look like the rest of the wall, give me a few seconds and..." Tony stopped talking long enough for the hologram to collapse and reveal a metal door.

"Volia, a door which shouldn't be in a sewer. Interesting holographic technology. Not something I would have expected. Might want to study it if I had more time. Anyways, let's get in. Quietly." said Tony as he used his armor's computer to hack the door.

Elsewhere in New York City...

A man in a business suit was being alerted by a silent alarm to a breach in the warehouse. Two breaches by the information of the computer.

'Warehouse Delta is one of the warehouses in the country which is houses one of our tech collection. We have been collecting technology from New York City as well as all of the alien technology we have been able to get our hands on. In the facility, technology is scanned and data files are uploaded to our lab facilities for experimentation and construction. Where we eventually have the equipment we need to rebuild the cumbling world superstructure and replace it with our new order of the ages. Added by the wisdom of the heavens.' thought the man as he began to try and remotely access the types of invaders who are entering the storage facility.

"The Avengers and the Plumbers, interesting. Looks like our mission at Stark's was not unnoticed, nor was our collection of alien technology. Breach protocols have begun to be initated. All data files are to be sent to other facilities and tech is to be teleported or destroyed. Only a matter of time before the warehouse is sterilized. Still this might be a good chance to test some of our prototypes in field." continued the man as he activated a remote phone signal which was bounced around the world in multiple directions to scramble the source.

"Warehouse Delta, activate prototypes Beta-Q2DW." he gave the command as he watched the video feed of the base, also bounced and scrambled to keep it from being traced back to him.

Warehouse Delta...

Tony had the majority of the team with him as Wasp and Hawkeye were following behind him. Black Panther had slipped secretly into the base, which he had done before to great benefit like when they had gone into the Cube. So Tony was not very worried as the time as they moved down hallways to find his technology. He found a huge blast type door and hoped they were keeping his tech behind the most secure door in the place.

"Nothing I can't hack and... Open Sesame!" said Tony as he opened the door... to what looked like a storage space. Except for what it was he found inside the place. Tony was stunned even when they Wasp spoke up.

"Any of your tech here, Iron Man?"

"I wish. All of this technology is either as good or more advance they anything I make. Maybe they anything anyone on the planet makes, include Mr. Fantastic or Dr. Doom. I'm also detecting Skrull and Kree technology somewhere in this place. And some kind of massive power source which is flashing on and off quickly. I get the feeling this is bigger then even my tech. Let's sneak up on that flashing power source." said Tony as the hide in the shadows as they moved up to the whatever it was.

Which turned out to be a machine which men were loading more of the alien technology into before it looked like it was disintergrated. The signature hinted at something else.

"A teleporter, what are they doing with a teleportation device?" whispered Tony as they tried to avoid notice.

It was then things turned south as a giant dinosaur-man, a young woman with glowing hands, and a young man covered with metal like the Absorbing Man moved into the room. The men in the room responded... with their weapons which were some kind of plasma blasters. Shooting at the group gather, only for the redheaded lady to cover them with some kind of pink forcefield.

"Anybody else figuring out what is going on? And should we join the fun?" asked Hawkeye as they looked at the battle before them.

"Not sure who those guys are but it looks like the aren't on the side of the thieves, so I think we have to at least stop the guys who were loading the teleporter. If not the weird guys as well." said Tony softly before shouting out the words which his team waited for.

"Avengers Assemble!"

On the other side of the room...

Ben had lucked out on the Humongosaur transformation and gotten what he had wanted, or at least something which could fight.

'Even if it looks like something like Chromastone would be better in this situation given the plasma fire. He could have soaked up all of the energy fire being shot our way and blasted it back at them. Got to go with what the Omnitrix gives me.' thought Ben before he heard the words, "Avengers Assemble!"

"The Avengers are here? Heard they lived in New York and all, but this is too cool." said Ben as he knocked over one of the guys with the blasters.

"Little less fanboy Ben and more stompage." said Kevin as they bobbed and weaved around the plasma users. Which were getting less and less numerous as there hadn't been that many of them here in the first place. Kevin then continued, "Because it's only a matter of time before we make enough noise to make them send in..."

There was an sudden sound of an opening of a door and a pounding followed by another pounding, with a metallic echo to it. Like giant metal foot steps. Shelves were knocked down as two eight foot robots entered the room. Kevin then finished his sentence, "...The big guns."

The robots too aim at the two groups of heroes before them and aimed their arms which contained some kind of blaster arm, shooting out larger and more powerful plasma blasts. Gwen had her mana energy shields absorb the energy from the attacks. Kevin spoke up, "We have to get them out of here. There are too much tech in this room which could have really nasty effects if it gets hit by a plasma blast."

"How bad?" asked the the man in the black armor which Ben guessed was the hero Iron Man, from what he had read and seen on TV.

"Massive explosions or implosions, could take out a couple of city blocks bad. We have to get the bots to a room without delicate stuff like this." said Kevin as he smashed open a hole in the wall big enough for the machiners, heading to the walls of the storehouse. He then asked everyone, "Follow me. The robots seem to after us, so if we leave they will."

"Avengers, do with metal boy says. I don't even know what the heck would happen when all of this stuff is hit, so keeping it from getting it is a game plan." said Iron Man as he lead the Avengers out.

Ben decided to make it easier, by moving around and picking up one of the robots and chucking it out of the room through the hole. He charge after it as the second robot followed him as well. Into a room which looked like a vehicle garage where there were what looked like boats with simple motors and trucks of all kinds.

'Still a chance of explosions but less likely in a destroy the city way, plus one of us should be able to put out any flames before the become a danger.' plotted out Ben as he engaged the machines.

Also in the Garage...

Tony was still trying to figure out the new guys, but they seemed to know what they were doing. So he was following their lead for now. The robots troubled him as he recognized some of the components in them as being based on his designs. Not his exact designs but more like they seen what he had created then tried to reverse engineer it from sight and an idea of what it was suppose to do. It gave him a bad feeling as it made him think of how many other evil geniuses could build something based on what Tony showed to the world. Or how those inventions could go wrong.

'More importantly, they seem to be incorperating technology which is alien to human society. Those plasma blasters are not of human design. Which begs the question on where they got it?' asked Tony as he tried his repulsers on it. He cursed the fact he had created the stealth armor with less powerful weapons to make use of technology to hide and observe things.

"Let's try this. A liquid nitrogen arrow followed by explosive arrows." said Hawkeye as he pulled out a set of arrows, fired, reloaded and fired again. Th first set of arrows hit one of the machine warriors and froze it before it was hit by the second arrows which made a massive explosion. Pieces of the robots fell on the ground. It looked like the machine would be going down. Except...

"Is it me or is that machine regrowing itself?" asked Wasp as she continued to fire at the second attack droid.

"Looks like these guys have Techadon Robots technology in them. Going to be much harder if they can regrow themselves when ever they are damaged. Ben, can you bring out Upgrade or something to take them down? They might have Techadon nano-regeneration but they must have some kind of CPU, Earth made or otherwise, which is telling the nanites to rebuild itself." asked Absorbing Man junior as he sliced off the arm of the second robot, only for it be start growing back the missing arm.

"Yeah, but I'm still have trouble with the Omnitrix. I don't know if I can get the alien we want. Still better to try then keep this up till we're tired." said the Dino-man as he hit the round object on his sash like object. He flashed and was replaced by a familiar young man in green and black.

'Ben Tennyson, the kid who can turn into all kinds of aliens. As well as constantly being slammed by Harangue almost daily if he can manage it. Like he did to me and the Avengers till I convinced him my lawyers would love a talk with him about slander and libel laws. It might explain how the kid knew so much about alien devices and technology. I need more information. Must remember to get JARVIS to scan the net and all computers he can reach on this.' thought Tony as he saw Ben once again transform into another alien form, which Tony hoped would be more of a use on these robots then a dinosaur.


	2. Chapter 2

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Two

"Jury Rigg!" shouted the kid with the watch as he transformed into a devilish alien. About the size of one of the teen's heads. Dressed in a black aviator's outfit with a green belt, gloves and boots. He has a white scarf and a green aviator's hat with goggles.

The little imp went to work at super speed as it attacked one of the machines with a "Break it, Break it, Break it"! Which he did with a superpseed attack which tore off chunks and parts of the robots faster then it could regenerate before being left with scattered parts on the floor of the building.

"Don't stand there, smash the things before they can grow back." said metal kid as he shifted his hands to hammers and smashed the machinery.

Wasp was watching all of this as she had been fighting the robot this Jury Rigg had managed to take down. She thought to herself, 'I guess it proves that bigger is not always better. Now how to clean up this mess and figure out who it is we're fighting with.'

The heroine shot out a blast of bio-electricity to fry whatever circuits were around her, even as Jury Rigg attacked the second machine which was before them. She was also trying to remember where she had seen the teen with the watch before, when she finally figure it out.

"You're Ben Tennyson, the kid with all of those alien heroes." she called out as the little imp thing managed to finish it's task.

"Yep, and your the Avengers. Great to meet you. So why are you here?" asked Ben as he looked at the little figure before him.

People kept smashing and blasting all of the parts as Iron Man responded, "Tracking some thieves who have been stealing my tech. So why are you here?"

"We're with the Plumbers, an intergalactic police force, tracking down illegal gained alien tech. Which it looks like they are merging with your tech to make bigger and better stuff." said Ben as he transformed back into his human form.

It was then the Black Panther managed to drop in from one of the vents in the garage hanger. He reported, "They managed to transfer all of their technological discovers to at least another facility if not multiple facilities. Their computer systems managed to fry themselves out as I searched on them.

I didn't know they were under investigation of the Plumbers or else I would have given you some help in your mission."

"You know these Plumber guys?" asked Wasp, curious on the whole thing and want answers from her friend.

"Most nations' governments on Earth know and aid the Plumbers covertly on their mission to keep intergalactic peace. My father was friends with young Ben's grandfather, Magister Max Tennyson." responded Panther as he hinted at pride of knowing the elder Tennyson.

"So where were they with the Skrull and Kree invasions? Could have used some help from a space cop when, you know, aliens invaded?" asked Hawkeye, in his usual sarcasitic manner. Which Wasp had to agree with even if she would have phrased it better.

"We did face them. Both Skrulls and Kree sent out spec ops teams to block the Plumbers from acting and another spec ops team to take Ben down and take his Omnitrix. You know, for the whole most powerful weapon in the universe thing. A weapon which would allow either side to win and take over the Earth while they are at it." said Kevin, deflecting sarcasm with sarcasm while revealing what they had been doing during the invasions.

"Of course, where were the Avengers doing the Highbreed War where they tried to sterilize all life on Earth? Or when Vilgax, Conquorer of Ten Worlds tried to make Earth number eleven? Or when Diagon the Destroyer turn all humanity into his mind slave army and invaded this dimension?" added Kevin, pointing out the diasters the Avengers knew nothing about.

"Okay, there seems to be more disasterous world ending events then we know about. Remind me to think about expanding the Avengers ranks and working with other agencies. Maybe I could make a superhero franchise or something, an Avengers in every state in the country." joked Tony but Jan was excited about that idea.

"That's a great idea. We formed the Avengers to take care of problems which took more then one set of heroes to take down. If we expand, we can take down more of this stuff faster and easier. I have some people all lined up for new membership. Plus new costumes and..." said the Wasp as she started to plan out what he team could do to handle more of the problems which would be occurring.

"Any idea what we're dealing with here?" asked Tony, which Wasp was annoyed with as it interupted them.

"Likely someone with knowledge of alien tech with their own agenda. The fact they seem willing to mix advance human tech with alien tech makes me think humans are in charge. Most aliens consider Earth the boondocks of the universe and humans as the rednecks of intergalactic society. Even the really smart ones like Stark would be considered a hillbilly." said Kevin as he smirked at this before adding, "Unless a sophisticate like myself."

"So someone down here is looking for an advantage from out there. Well, that narrows the list to every supervillain, business and government in the world. Who do you suggest we asked nicely about this first?" asked Jan as she knew the number of people who would kill for giant regenerating robots like they had to face just now.

"We could also the lawyers who show up to bail out the guys here. If they're still here and haven't teleported yet. We should radio the Plumbers to tear this place apart and send the tech home. With some exception... dibs on the teleporter pod."

Elsewhere...

A cabal was looking over the raid of their warehouse by the Plumbers and the Avengers. They had lost much, but had made progress.

"Any inch gained is another footstep forward to the future which we will make... and master. And we have gained inches even as our opponents have gained this victory, which means we will win the war." spoke one of the businessman who had been monitoring the situation.

"We will have to start looking into neutralizing both sets of opponents though. They are getting to close to the truth and we can not risk exposure before we are ready for conflicts against us. The Plumbers contain much of the alien technology we desire, the Avengers have several skilled agents of multiple disciplines and Ben Tennyson has access to the most powerful weapon in the universe. Including the alleged access to a Celestrial Sapian, a species with the power of reality alteration." said a woman over a secure line where the meeting is taking place.

"Alone they are threats, Ben and the Plumbers are linked into a larger threat. We do not need these two aligning themselves with the Avengers. Yet it seems such an alliance is in the stars for the future. We must therefore begin the process of either their destruction or the elimination of their threats." said another man who was also on a secure line on the meeting.

"It is time we consider using free agents then, ones which could not be linked back to use but could be used to further our goals. Which will require a method of breaking into a prison in another dimension to collect the agents we need. See if we have any equipment for such an endeavor. Then begin to process the most successful mission for the pprsion break." spoke another woman, who mentioned their need for aid in their mission.

"Double agents might also be require, but with the invasions from the Skrulls we might have more trouble with infilltration on that end. Still we must keep the option open and look for the ability to exploit an opening for a spy in our enemy ranks. I also have a specialist which has been of use before when we needed to aquire the Stark Industries databases. He can prove useful once again against the Plumbers and/or the Avengers." spoke another person who seemed to be disguising their gender at the moment.

"Mission statements have been decided. Plans are being develop for our business successes. Is there any other new business which we need to attend to?" spoke the first man as they move to other business.

A week later...

Max Tennyson was looking at the recruit he was lining up for Ben. Gwen had told her grandpa she was going to college and Kevin was following him. Ben, while able to take care of himself in the short term much of the time, still needed back up provided by a team or at least a partner. He was also deciding on another offer which had been made by the man on the other line of the phone.

"I'm interested in your offer, Tony. I'm curious why you would want Ben for the Avengers, even in a limited role like this." answered Max in react to Tony Stark's offer of membership to Ben.

"Fact is, Ben has been doing much of the same stuff the Avengers have been doing since we united. And reunited after the Skrull Invasions. We joked about franchising the group when we met Ben weeks ago, and while not exactly the idea I was looking for, the idea of expanding the ranks of the Avengers to cover more ground would be benefical for everyone. Plus he would double up the help Carol can provide on alien matters. Plus he certainly has the powers to deal with most of the weird stuff we have to handle. Plus it allows us to co-ordinate with the Plumbers more." said Tony, using his skills as a businessman to sell the idea to Max.

Max was listening and pulling out the pros as well as the cons of the deal, trying to see which side of the coin he would be coming down on. So to begin with he decided to play the Devil's Avocate, "Ben has responsibilities to the Plumbers, making sure their rules and regulations are followed. Which conflict with the goals of the Avengers, so could you place him in a situation where he would have to choose one or another?"

"Carol was the same way with S.W.O.R.D., T'Challa with Wakanda, and so on during the Skrull Invasion. The Avengers is a voluntary membership organization, and if they feel it conflicts with their duties else where they are free to leave and free to return if nothing major happens. Like commiting a major crime or causing a genocide, for example. But we can try to work on the goals where we can all agree on them. I'm sure the Plumbers, by way of Ben, could explain their reasoning on why they do the things they do." answered the leader of the Avengers as he answered the question while trying to disarm Max's reservations.

"I am going to assign a partner for Ben out of the Plumbers, so if Ben was to be recruited for the Avengers you would have to take his partner." said Max, seeing if this would throw a monkey wrench into Stark's plans.

"We got Hawkeye from S.H.I.E.L.D., Ms. Marvel from S.W.O.R.D., and so why not a Plumber. I take it he's one of the best you have coming out of your organization."

"Actually, he's fresh from the Academy, a book smart officers but he has little law enforcement experience. I was hoping Ben would learn from his academic experiences as Rook would learn from Ben's field experience. However, he was one of the highest scorers in our testing."

"Don't trying to down play him for me, Max. Ben's your grandson. I doubt you would put him with anyone not a skilled agent. Even if he wasn't your grandson, he has the Omnitrix and that would likely suck in any number of bad guys which is why you would want someone well trained to stand next to such a big bullseye."

"I would ask for Ben's safety with your team but you would point out the dangers of being a plumber. Some thing with his youth or his fame. I am trying to see if any other problems could occur, while having the benefits of a more organized defense of Earth is something towards. Truth be told Tony, I figured it was only a matter of time before the some groups of people the Avengers fought would challenge the Plumbers, and vice versa. Making alliances, trading with each other, attacking each other with innocent people in the middle of it. If they haven't been doing it already from the shadows.

Not sure how the Plumbers would handle A.I.M., Hydra or any of the villains from the S.H.I.E.L.D. facilities. Or how the Avengers or S.H.I.E.L.D. would have handle Vilgax, Aggregor, The Forever Knights or the Flamekeeper's Circle. All they would have to do is change dance partners and we would be in for a world of trouble. It's only a matter of time before one of the clever ones figures this out. Or at least builds a team out our composite enemies.

Which is why I am going to authorize Ben and his partner Rook joining the Avengers, but there will be requirements from the Plumbers. Like the possibility of giving any and/or all Avengers members full Plumber training. We can finalize all of the details of the deal before I send them over." said Max, as he figured out all of the angles on this. What made him decide on this line of thinking was the fact on the mission where Ben met the Avengers, they had an enemy which was fusing Stark Tech with alien tech. In other words, a common enemy which was using aspects of each group combined into one threat.

Making Max wish he could take a more active role in the field against this threat, but he was in a command position now. He would have to send out other field agents to sniff out this new trouble bubbling up. Which now included both Ben and Rook. So assigning them to the Avengers, who were another target, would prove another avenue of detection.

On the other end of the line...

Tony was looking at potential new members of the Avengers, which could be intergrated into the team along with Ben. The idea was to grow the main group of Avengers, checking out teamwork and abilities of each current and new member, before seeing if they could split it off into two teams. The process would not be immediate, or he didn't think so, but given how the Avengers had grown after they had united against Graviton it might be out of his hands.

'Still, I'm looking at the abilities and attributes of all of the possible candidates which would enhance the Avengers.' thought Tony as he looked over the computer files at all of the potentials he had collected. Prime on the list was Ben Tennyson.

'While Ben isn't popular with adults right now, he is popular with kids and they are the future we're protecting. He has powers out the wazoo and knowledge of the Intergalactic community... or at least access to that knowledge... the Avengers don't know. His partner likely could fill that as well. Not sure what he could bring before I read the file which Max is sending.' reviewed Iron Man as he waited for the file to be sent by Plumber Command.

'So who is next?'

Author's notes:

Trying to united the two stories here again, with all of the changes. Avengers being cancelled, Ben 10 changing management, and so on. Let's see if this works out. I can see some of the Ben 10 Omniverse episode occurring without the Avengers, and this is suppose to occur before the last episode but after the Kree invasion. Not sure if, and if I do it how, to wrap up the Surtur storyline which would bring the Enchantress back into play or if that should play out in the past. Surtur and Diagon have much overlap so you would have to come up with a plot which doesn't mimic the Diagon story arc from Ultimate Alien.

This is hoping to be a Ben harem fic, also was going to slowly build the potential for a Ben lead Avengers team. Hey we have the New Avengers, Avengers, Young Avengers, Dark Avengers, Avengers Academy, Avengers Next... why not Avengers 10?

For the harem I was going to have Julie, even if she is not very visible in Omniverse (Then again she was not in most episodes of the two previous series) but would also make her part of the team. I currently have polls on my Yahoo Group as well as Fanfiction dot Net profile page where you can vote on what kind of fusion Julie should be.

The first two options are Julie is a Super-skrull, either with the powers of Ben 10 aliens or Marvel Superheroes. Then you have her gaining the powers of either Tigra, She-hulk (colour to be determined) and a Spider-woman (one of the ones listed, a mixture of those women, powers based on Spider-man or a mix of Spider-man/Spider-woman or women). Another options is that of a female counterpart to a hero (like Spider-man, She-hulk, Thor Girl, American Dream, etc). Another is to fuse her with an X-men character instead or to make her a mutant with a random power I will decide on. I also have an Other option in case you have a better idea then I do, just send it to me. you can vote once on my Yahoo Group or select your top three on FF dot Net.

I am also having Wanda "The Scarlet Witch" Maximoff as a member of the harem for Ben. I know the A:EMH universe is suppose to be the same as the Wolverine and the X-men universe, but they didn't have Ben 10 in their universe... so this is a different universe. Might make Wanda a little younger and Ben a little older as well. Is there too much a difference between a sixteen year old Ben and a eighteen/nineteen year old Ben?

Also toying with the villains which are appearing in these two chapters, which helps they are in the shadows as I can change them later if I don't like it. Up to a point that is.

So enjoy and constructively comment to me...

HVulpes


	3. Chapter 3

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Three

It had been months since Ben had met the Avengers. Since then he had gotten a new partner in Rook Blonko as well as new foes to face with Kyber and his dog... thing. They had the nemetrix to face as well, which had brought out all of the natural predators of the aliens in Ben's Omnitrix. So when Grandpa Max has stated he had made arrangements for Ben and Rook to be part of the Avengers, Ben was excited.

"We're going to be real members of a superhero team! How awesome is that?" Ben asked his partner as he looked at the alien plumber.

"I have made myself aware of the Avengers and Magister Tennyson's reasons for us joining it. The need to protect and police the world from threats no one person alone could handle seemed to be in line with Plumbers directives. They do not seem any different then any other kind of member of the Plumbers. Or in fact any of the aliens you can transform into using the Omnitrix." replied Rook as they looked at the entrance hall of the Avenger's Manor.

"But they are superheroes, like me. Not cops like you are. We fight supervillains and save the world. The Plumbers..." started Ben before he was interrupted by Rook.

"... Stop super criminals and save the planet?"

"Not the same thing, Rook." continued Ben before Tony Stark in his business suit moved into the hallway.

"Glad to meet you again Ben. And glad to meet you, Rook is it? I am sure that you want a tour of our little home. But I have to introduce you to someone else first. Allow me to introduce Wanda Maximoff, also known as the Scarlet Witch. She's a new recruit like you two and one of many we are trying to entice to join the team." said Tony as a tall and beautiful woman walked out from one of the ajoining rooms.

She was curvy, like a supermodel or some kind of beauty queen, dressed all in red and pink. Her long shoulder length hair was a dark auburn in color, with crystal blue eyes looking out from her sightly rosy flesh. She wore a crown like head piece with points on the top, mad of a shiney red material. She was wearing a red shiny bathing suit like outfit with pink leggings moving down to red shiny high heel thigh length boots. Her shoulders and chest were bare, save for a red cape with flowed to her knees. On her arms were bicep length opera gloves of shiny red material which covered her fingers as well. Her eyes were painted a smokey red with shiny red lipstick on her lips.

"The same Wanda Maximoff who is the daughter of the terrorist Magneto, and once member of his mutant supremist group. The Brotherhood, was it not? I believe I have read the criminal files on the subject. Is this another Ester situation, Ben?" asked Rook, as he looked apprehensive on the situation.

"I didn't know Magneto was my father at the time, and he saved the lives of me and my brother. So I felt indebted to him at the time, which was why I was a member of his Brotherhood. As we performed more and more of the... more questionable activities, I wanted to leave more and more. Finally there came a last straw, both me and my brother left the group and looked for a pardon for our behaviour so we could make amends." said the Scarlet Witch as she explained the situation.

"The Avengers, the U.S. government and S.H.I.E.L.D. all made a deal where they made the two of them would get their pardons in exchange for their recruitment for different superhero teams. Wanda was recommended for the Avengers, while her brother Pietro Maximoff or Quicksilver would join a new government sponsored team on protecting humans and mutants from renegade members of both groups. The managed to get the X-men's blessing on this, after telling the government they would be watching the team closely. Same warning the gave us on Wanda here, given their... past relations with each other." continued Tony as they were explaining things.

"Sorta like what the Plumbers did with Kevin, right Rook?" answered Ben, as he looked at his partner. Ben was also trying to hide how his eyes were drawn to the hot Eastern European woman, Julie would not like the way he was looking at Wanda. Not like it at all.

"I am a believe of second chances, if the right channels are used. Which they seem to be here. As long as the correct bodies of Earth law and governace is used, I see no problem in belong to the same team. Welcome, Ms. Maximoff." said Rook as they moved to continue the tour of the facilities.

Elsewhere...

A man in a strange hooded cloak sat in the make shift office built into the basement of a building. He had been a minor criminal known as Parker Robbins, before he found his boots and his cloak after a bungled theft. Putting the cloak on, he would gain power. Power and a new name as The Hood. The Hood gave him power, it also gave him advice. Which was how he begun setting up an organized crime group made up of enhanced criminals... or in other words, supervillains. A little stolen seed money here, a little favor here... delivered by the powers of the hood.

In exchange, the hood he wore required... payments. Which fortunately had yet to be a soul or even a life. No, it seemed to require either tasks done (which seems to have little sense to them like all of the tagging which had been asked of Parker) or the collecting of things (which also made not sense on the surface, save Parker could feel the power from them... somehow).

The hood was now whispering a conversation to the Hood.

"I require another payment for the fortune I have aided you in collecting. It has come to my attention there are two valuable pieces which are coming into your minor fiefdom. Living pieces this time. A Nexus Being, one who can alter the future in multiple ways by ways of their abilities. A Leader of Men who can lead people and change the future by changing those who make it. Either one of them could change the course of your world in several ways beyond imagination.

Which is why I need you to gather them then send them to my plane of existance. You must find Wanda Maximoff, the Scarlett Witch and Ben Tennyson, Wielder of the Omnitrix." whispered the voice from within the shadows of the red hood.

Parker was nervious as he new at least of the power of Ben Tennyson. A young man who could turn into an army of alien monsters with superpowers. It would be like trying to get one of those army of skrulls which had tried to invade the planet.

"Are you nuts? You know how power Tennyson is?" asked Parker, talking to the force behind his cloak.

"More then you know as I have stated. The Scarlet Witch under some circumstances is more powerful then Tennyson.

The Scarlet Witch is a mutant of your species who has the power to alter probability with her Hex Bolts, which gives her the power to shape reality. She has also been touched by an Elder God which has given her an natural link with the power of Chaos magics, which also shapes your reality. The two combined and controlled will allow for unlimited domination over existance on your plane.

At least one of Tennyson's aliens is a reality warper as well, able to create an exact copy of the universe which existed before it destroy... the copy being the universe you now live in. In other words, Tennyson has created all you know and can know. Plus he has the powers and skills of all of the other aliens, some which are immune to my power. This is only the device he holds on his arms.

This does not include his power to lead people and champion causes without it. Even if he had never touched the Omnitrix he would be a threat to my plans. The potential Greatest Hero of your world, of your universe.

These pieces on the board need to be removed from my... our path. Or converted to our cause by any means necessary. Which is not to say I can not give you time and resources to collect them. Resources are unlimited... time is more restrictive but we have much of it at the moment.

Already other pieces, powerful pieces are on the edges allowing for changing our advantages for the better and for the worse. Allow me advice and councel and I can find you more warriors, more generals, more quartermasters for your amassing army." finished the voice as it gave it command and then gave it's plans to achieve the commands.

At Avenger's Mansion...

Tony was giving Wanda, Ben and Rook a tour while watching sparks fly from the twenty year old sorceress and the sixteen year old alien changeling. It was then that Ben's Omnitrix and something on Rook started to beep. Ben hit the omnitrix and started to speak as a hologram of his grandfather appeared.

"Ben, we're underattack from supervillains. They somehow got through the force field and are in the prison section of headquarters. We need help. They have some of our Plumbers pinned down and they seem to have some kind of mind manipulators who are turning the rest against the others." said Max as he reported the problem.

"Okay Grandpa, we'll be there in a minute with re-enforcements." said Ben as he looked at Tony and the hero nodded.

"I'll go round up what Avengers I can." said Tony as they got ready.

Back at Plumbers Headquarters...

Madame Masque was leading the mission to break out certain members of the Plumber's prison complex, those on a list her lover The Hood had listed. She had brought Letha and Lascivious, previously women boosted to become superpowered wrestlers before they had turned to crime and been boosted by the Hood, to use their mind manipulation powers on the Plumbers. Letha had increased agression of those Plumbers she could get contact with , while Lascivious had made those she could get to fall in love with the Hood's crew. Sometime even the two women had overlapped on the same Plumbers. It also helped the two women had the power of superstrength from their wrestling days.

Another member was Centurius, who's brillaint mind and experience with advance technology would be needed to hack into the Plumber's alien technology. Cells were opened and felons let out, some for the list she had and others to act as diversions like what happened with the major prison break which had formed the Avengers.

She looked at the villain she had managed to gather from the list, trying to herd them all to the extraction point The Hood had set up for them within the Plumber base. Which was hard with the egos which were involved. Psyphon and his gang, Dr. Aloysius Animo, Fistrick and his gang, Billy Billions and his robot servant, and others who had been of interest. She didn't have time to sell the membership into the Hood's crew but all of them were more then interested in escape from the prison they had been locked into.

She was hoping for a quick in and out, as they headed for the Null Void room as this was an portal device which could be altered to teleport them to a safe house for the mission. However the Plumbers and their security was slowing them down.

'The longer we sit here the more likely we will have to face...' thought Masque as she entered the Null Void Room only to see Ben Tennyson and his partner with Iron Man and other heroes. Masque had made sure her team was guarded by a number of Plumbers, who were taking up guard against the heroes who were appearing.

"Great, they must have some kind of mind control device," said Ben as he looked at the group and then continued, "Looks like they broke out most of the "I Hate Ben" fan club."

The Golden masked villainess looked at the villains filling with the desire for revenge against their hero, but they didn't have time for this, "Forget your grievences against Tennyson for now. Now is the time for escape, vengance can come latter. Plumbers, defend us from those evil people who want to hurt us."

The Plumbers moved into what looked like a standard attack maneuver, while the heroes scrambled out of the way. Ben activating the Omnitrix as he looked for an alien he could use. Masque looked at Centurius and asked, "Can you activate our portal and can you do it now?"

"I will have it open in a minute, just stall them." said the black supervillain as he started to hack into the computer systems and adapt them to his purpose.

Masque looked at Letha and Lascivious before nodding for them to use their new powers to change the dance cards of the heroes gathered here. She loaded up her gun and prepared to shoot out specialized bullets the scientists in The Hood's gang said would put a dent against most heroes.

On the other side of the Battle...

Ben was looking for a hero who he could use against the villains gathered, and was trying to figure out which one would be best to use non-lethal tactics to take down the controlled Plumbers. Clicking on the device for Swampfire and hopes that his vines could hold the Plumbers, he was surprised when he was given AmpFibian instead. He thought out loud, "Okay, electricity can stun them. I just have to be careful not to give them too much juice."

He had arrived with Rook, The Scarlet Witch, Iron Man, Captain America and Ms. Marvel. They had spread out as they knew they would have to be careful to take down the people being manipulated by the bad guys. He phased through the materials of the room as well as the fire from the blasters being carried by his fellow police officers. Ben then fired out electrical blasts from his body and tried to figure out what was going on.

He could see the women in the blue catsuit and golden mask was in charge, the guy in the strange power armor was the guy in charge of the technology which was their way out, but was questioning why the hot muscular women in outfits which looked like some kind of cheese skimpy costume were here for. They were superstrong, pulling pieces of the wall out and blocking the attacks from the others were proving, but he wondered if that was all their powers. There was also the question on who the mind controller was.

He saw one of them, the brunette in red, move up beside Rook before her eyes turned red and she started to talk to Rook. Who then turned around and started to shoot at his fellow heroes. Looking at Ms. Marvel who was next to the blonde costume villain, who turned on her fellows and started to shoot energy at Cap and Iron Man as well.

"The two stripper chicks are the mind controllers." said AmpFibian as he moved up into the air to counter Ms. Marvel from the attack she was doing.

"The love is my life is not a stripper." said Rook as he opened fire on the alien jellyfish.

"Destroy, kill, destroy!" shouted out the blonde heroine with the alien powers.

"I think the brunette had the power to cause people to fall in love and the blonde has the power to make people pissed off. Good thing the Hulk isn't here. Okay, any idea how to keep our friends from killing us?" asked Iron Man from his suit, as Rook managed to get a hit on the exo-suit.

"If I can channel it right, I can hex the spell they and the others are under but it's going to take all of my concentration to use. Which is hard if I keep getting shot at." said Wanda through their commication system, which cause Rook to turn on her.

"Great, forgot we're all connected. Cap, can you..." asked Tony before Captain America relied through action as he moved in front of Wanda and used his unbreakable shield to deflect the blasts being centred on young Sorceress.

Ben decided to help out more by bring a energy shield out of lightning to block more of the attacks and the advance of bodies on Wanda. He just hoped it wouldn't take to long for Wanda to get her hex bolt set up.

In the same battle...

Masque looked at Centurius, who gave her a thumbs up as he activated the portal to the safe house. However, it was then Iron Man came at them and shot at the black villain and the machine he was working. Masque moved instantly to protect portal and disable the hero. She cried out, "Centurius, get the others to the safe house and to the boss. We'll hold them back here."

The genius nodded and began to lead the jailed broke villains out of the prison. Masque smiled as this was the plan, while each member of the Hood's team had a personal teleportation device which managed to avoid the Plumber technology, they didn't have enough for all of the villains. Making the need for the portal even more important.

She could also tell the heroes were about to pull out a gamechanger, likely the breaking of the spells which Letha and Lascivious had cast on the others fighting for them. So they needed to get as many of the people on the list as they could to fulfill the primary mission. There were also other mission priorities which they were fulfilling. But first thing comes first. Now it looks like the Scarlet Witch, Masque recognizing her from reports on the Brotherhood, was about to attack as Tennyson and Captain America moved from where they were shielding her. Her hands had glowed with bright brillant crimson colour, as she pointed them to the battlefield and released rays of bright red light over them. Masque could see the mind effect on the men fade as they all took on a tired state as they semi-fallen down.

The timing was just perfect as the last of the villains had gotten through the generated hole in space, which meant that they had to just shut down the machine and get the hell out of there. As she was fending off Iron Man with her shots, she moved her aim and fired at the Null Void Generator. A hole was blown through it as sparks flew. She looked to her fellow gang members and signaled for them to use the devices which The Hood provided. There was an unknown flash of light that Masque didn't know where it came from, but the darkness engulfed all four of the Hood's crew as they disappeared into another dimension where darkness dwelled. A quick run through the mass of shadows and they would be back in New York again, in their lair.

The villains would be taken to Parker, as they would be given the option of leaving or the option of joining with The Hood. Along with seed money, resources for both science and magic as well as the health benefits. Which included medical care as well as a Get-out-of-jail-free deal which would have The Hood getting them out of prison when capture. All of which made their offer so... welcoming to any criminal who joined with them and offered a little tribute, in money or services.

"Prison break out number one is successful! Let's see what else has succeeded."


	4. Chapter 4

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Four

The Hood sat at a table behind a long table stretched out wide before him, with brief cases on them. In front of the table were the number of listed villains which his benefactor had tald him could be of aid for him. He waited for them to quite down as they looked for the bait and the hook of the man who had sprung them from the Plumber jail. He knew they didn't trust him but he was hoping he could win their greed or egos over to him.

The Hood snapped his finger and the cases opened. Inside was cash, gold, gems and Taydenite. Wealth of all kinds for throughout the universe. Enough money to get started with any of their dreams if they wanted to. He then spoke, "Before you is wealth enough for you to start on any dream you wish. A gift for you in addition to the escape we handed you from your imprisonment. All I ask in exchange is to listen to my offer."

He waited a minute as all eyes turned on him before he continued, "You may take my gift and leave. No strings attached. However, I come making on offer. I have created an organized network of villains which can and will make all of us very successful together then appart. In exchange for working for me, I offer certain benefits and protection. Escape policies, medical care and empowerment oppertunities from our science interested members, additional wealth earning duties, access to resources which you can not aquire alone.

Your responsibilities for this are to kick in a little money to the group and my personal coffers... or to substitute another resource instead of money. Time, money, experiences, resources, muscle power, and so on. Truth be told I could use the latter more then money, which I can get from the unpowered criminals under my employment.

United we will gain what we desire and defeat those who oppose us. Divided, we will fall before the heroes who want to ruin our ambitions. So what do you say?"

In a old apartment building in New York...

Iron Man looked at the run down building, at the destroyed Plumber Tracking device on the ground. On his visor in his helmut, he was looking at the list of villains removed from the Plumber Prison. With him were Ben and Rook, the latter being the one to shoot the device onto Madame Masque. He spoke back to the mansion with Captain America viewing the scene from Tony's video feed and the same list of villains as Tony was looking at, those who had vanished from the Plumbers Prison.

"Looks like we were not as careful as we thought?" asked Rook, as he stared as his device.

"Likely this was a safehouse where they could check themselves for anything before moving to the main lair. Also might be possible they and our escapees went to different safehouses. So we now have a break out of Ben's villains and some of the worse the Plumbers have dealt with. Broken out by someone with a plan or plans. The question is who?" asked Tony as he asked both the people with him and back at the mansion.

"Last time something like this happened was with the Negative Ten, and they were gathered together by a Forever King. Problem is the Forever Knights have been mostly quiet since the Diagon thing." said Ben outloud to the other heroes.

"Likely regrouping after their centuries long mission have been finish, trying to figure out what it is they are going to do from now on. Given their hatred of all things alien or magical, I doubt we have heard the last of time." said Rook as he and his partner looked at Iron Man.

"We're not going to learn much from here. Might as well go back to the mansion and regroup ourselves." said Iron Man as he lead the two heroes back to base.

At Avengers Mansion...

Captain America, also known as Steve Rogers, was getting familar with the histories of the new recruits. Especially Ben, Rook and their connection with the Plumbers. He was surprised by how much the governments of the world knew about such things even in his time. It also explained some of the leaps of scientific advancements Hydra had made with files plunder from the nations they took control of. As well as the rogue plumbers they moved to recruit.

Studying the training and tactics of the Plumbers, he was wondering if the Avengers couldn't benefit from the same kind of training. Thinking to himself, 'The Plumbers pride discipline but do not allow it to dominate them. Allowing for improvation when needed by the mission. Both training and creativity. Makes me wonder if I had better health when younger if I could have joined them.'

'Ben's talented even without the Omnitrix, even he if he favors it above all other tools. Ben could have joined the armed forces or S.H.I.E.L.D., if he didn't have the problems with authority he does. Then again it didn't hurt Hawkeye.

With the Omnitrix, he becomes an extremely powerful individual. He's basically a one man Avengers with all of his powers. He overlaps with most of our members, or any new member we get.

Then again you have Hulk and Thor who are two of the most powerfully strong beings on the planet on the same team, which people question why. You have both of them on the team as you might have a case where you need superstrength in one case and the need of blasting in another case. So while Thor is using his power over lightning to blast something, Hulk can use his superstrength at the same time. Rather then Thor using one then the other which takes up time. Or you have two cases needing superstrength.

The major weakness is that Ben has trouble getting the alien he wants from the Omnitrix, for one reason or another. This also plays up into one of his strength as he is able to adapt quickly to the situation at hand and make use with what he has been given.

I can work on a training program with I have hear.' thought the Captain as he moved on to Rook Blonko.

'Max explained that while Ben is an all experience and no learning Plumber agent, Rook is the opposite as a green officer who needs more experience. Max thought their differences cover and enhance each other as they learn from and with each other.

Rook's main abilities are his training and his alien technology enhancements. Much like a mix of Hawkeye and Iron Man. With a personality much more like mine then either other of the former. Training might be more or less redundant with him, but training to deal with the usual things which the Avengers have to handle on a daily patrol.

Also should see what he can do if not equiped with alien tech but some ordinary Earth equalivants of his gear. In case what he has is taken away from him in an emergancy situation.' Captain America, having already analysed Wanda when she was first invited, moved to the villains which had escaped.

'Animo is much like Zola, too much for my liking. Fistrick, Psyphon and their gangs are much like any other criminal gang. Just with much better equipment. Billy Billions likely has his parent's company and their resources as well as his uncreative genius. Plus a great team of lawyers.

They become threats went they use their wasted gifts to the fullest. The person behind the breakout seems to be the kind of leader who could use those gifts to their potential. Which makes the threat level build up more then they could achieve currently alone.

Then the fact this crook seems to be uniting the supervillains of New York under their banner, including major players... We could be seeing the raise of a new Godfather of an organized supervillain crime family.

The Avengers had better inform the New York Police Force, the government agencies, as well as S.H.I.E.L.D. and S.W.O.R.D. since it involves the Plumbers.' thought the first Super-Soldier, as he tried to plan for future events. The need to expand current membership and even reserve membership of the Avengers would be necessary.

Especially since they didn't know if these people who broke out the Plumber prisoners were the same ones stealing alien and Stark technologies, or if they are two different groups. It would be the difference between two major threats or one great threat.

A day later in Avenger Mansion's underground training facility...

Ben was testing out all of his alien heroes under the supervision of the older heroes. He had done something similar with Harangue, but he had more trust with the heroes before him. Plus Grandpa Max had total faith in Captain America, even during the time the Skrulls had replaced them and told them to surrender. Max knew it was a fake. so here Ben was trying to test out all of his aliens so that Iron Man could assess their potential in heroics, as well as Captain America being able to understand the same potential so the Living Legend could develop strategies.

Ben had gotten through all of the aliens he had access to and the moves he had developed for them, but not all of the moves he could come up with on the fly. Since it was that adaptability which kept him alive after all of this time. He finished with the final use of Nanomech, and waited for the commentary.

Iron Man, dressed as Tony Stark as he was not expecting trouble for the moment replied, "Wow. Just wow. I knew that you had a lot of aliens but I didn't expect that many. And you said Azmuth said there were close to a million aliens in total, plus or minus a few thousand. The range of powers alone is an advantage... if it wasn't for the fact you seem to have trouble pulling out what you want. Still in our battle training simulations, you were quick to make use of the alien you have. It's basically a one man army, with that army being a team of superheroes.

I can also see why Azmuth wants to keep the number of the Omnitrix below two. The notes Max sent mentions a new knock off version of the Omnitrix?"

"The Nemetrix. It was created by a renegade scientist and filled with the natural predators of all of my aliens by 'The Universe's Greatest Huntsman'. Trust me, some of those aliens are a threat. Although I don't know how Khyber is going to react to me being on a team of superheroes. He seemed to be changing his tactics with Rook being my partner with the Plumbers." commented Ben as he mentioned his new enemy.

Ben had to think Khyber, who was still hunting him even if the Huntsman was hidding from sight, would likely either peel the other heroes from him like he had waited for with Rook. Or would decide that the world's greatest heroes who had defeated both Skrull and Kree Invasions were 'Worthy' prey. Then there was the problems of Malware and what it was Dr. Psychobos wanted. He had a feeling the Avengers and his new enemies would cross.

Ben looked to the smoothies which had been bought by Iron Man as well as a towel. He had dressed into a t-shirt and gym shorts. He toweled off and continued to wait for an evalution.

Cap spoke up, "Most of your powers overlap or duplicate the powers of one or more of the current Avengers. Some people might think having more then one person with the same power on the team as a bad thing, but it allows us to maximize use if we need two different powers or the same powers in two locations. Also as Iron Man said is the problem of selecting aliens but you have the skills to deal with that. Most of your weakness, like relying on the Omnitrix solely as a tool or ego problems, are made up with your adapability and your genuine desire to do the right thing no matter how hard it is. Also when you get serious you tend to have great leadership ability and tactical understanding of your allies powers.

You also seem to have a relatively good judgement skill and an ability to make good decision when needed. You are also willing to give people a second chance who you think they deserve them. These and a lot of other qualities makes you a perfect member of the Avenger even if you are young."

"Rook is also proving himself to be a good match as well, even if he was a little stiff and green. Then again a lot of us were either stiff or green. Or both. Hopefully some experiences with us as well as yourself should be able to get him up to speed. Plus that technology of his is amazing, especially considering he modified it himself to his particular needs. That alone makes me want to hire him for my company, even if he wasn't in the Avengers or the Plumbers." commented Iron Man as he took his smoothy and sucked on the straw.

"So what is the first official thing you want me and my partner to do?" asked Ben as he looked at the older men.

Elsewhere...

Khyber had been hunting his prey, Ben Tennyson. Which was why he was looking into the Plumber database using a stolen badge. Adding tools which he had been given by Dr. Psychobos to hack computers. The information was... interesting. Ben had been allowed to join a superhero team called the Avengers. Khyber didn't keep up with much of the planets news but he knew they were the humans who defeated both the Skrull and Kree Empires. Each one using technology, magic or superpowers to do heroic deeds for the people of this world.

'Excellent options for prey. Yet they are also keeping my prized prey from me given their abilities and I doubt they will walk away from him given the last time that so-called happened. I need to develop a plan to remove them from the scenery. I must learn more about them and their action. So where would be the best place to find the information for a hunt.'

The alien hunter looked at the planet's internet for information as well as the Plumber files on the members of the Avengers, marking each and every detail on them. Their strengths and their weaknesses. Their powers and the foes they had developed. Their home ranges. He had downloaded what he could, he moved to return to the base he and his business associates had located to. They knew he was hunting for something to use against Ben, but they didn't know what it was he had discovered. Battle plans were being drawn up for new hunts.

In an warehouse which had been turned into a make-shift lab...

Dr. Animo was working on both the projects he had been given by The Hood as well as his own work, which were blending together to a point.

"The Hood is looking for super-criminals. Given how much power is available within the animal kingdom, is it any wonder that I have been selected for this opportunity. Access to large amounts of animal DNA and a lab to work with, as well as human test subjects... All perfect for my plans. I also have the DNA of certain superhumans which I can use to upgrade the resulting experiments." monologued Animo as he looked at his chimera experiments.

He looked at team of villains who had arrived for the upgrades he could offer in service for The Hood. The Ani-men were a team of villains who had used exo-suits to appear like animal-human hybrids with the powers based on them. They had asked The Hood for powers which could not be taken to the evidience locker room. So The Hood had asked Animo for the means to give the group what they wanted.

"Given my previous experiments with Clancy and his insect transformation, this should be easy and allow me to work towards my plans. Distilled essences of apes, cats, frogs, dragonflies and other animals as the gang expands. All necessary for my other project, Project Animus. The creation of one of the deadliest predators which I can make by merging predator DNA. This merger is mixed into a serum which can be used to inject into a subject to use against Ben Tennyson. Then I can use specialized technology to control my hunter to stalk and kill young master Tennyson.

Using for a base of tiger DNA for the strength and power to challenge some of the most powerful of Ben's aliens. Then adding cheetah DNA samples for speed, lion DNA for fightning instinct and a little bits of other cat DNA... Yes, and just have to fine tune the chemical formulas for the bonding of the genetic information to each other and then to human DNA. The question now is just who to use the serum on, and how to gain access." continue the mad vet as he used his computers to monitor the liquid which was the base for Project Animus.

"I need someone close to Ben, someone he would have trouble attacking if they attacked him. His parents are the obvious example of this but there is the question of their age would have any effect on their use as a tool of revenge. I need someone younger and yet close my enemy. Yes, I have the perfect person in mind. They will be just perfect to use. The question is how to get to them."


	5. Chapter 5

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Five

Dr. Aloysius Animo, infamous mad scientist, was using one of his genetically engineered chimeric animals to hunt for the victim who would be given his mutagen formula. The animal was a tiny genetically alter fly-mosquito hybrid which would inject a super-concentrated knock out venom which would induce sleep and paralysis of limb muscles. Which was why he also had another animal which would be able to be mutated remotely to collect the subject. Then he could monitor the use of the feline serum on her.

Using his telepathic link with the animals to see through their senses to the target on the tennis court. The tennis court where Julie Yamamoto was practicing her serve on the court with her pet Galvanic Mechamorph, Ship. Ship had taken the form of a ball server, shooting out the tennis balls which Julie would try to return with her racket. As she was doing this, the venomous flyquito was homing in on her under Animo's command. Waiting for the right moment to attack an unprotected piece of skin.

She was exercising as she run up and down the court, blood pumping and flowing quickly throughout her body. A perfect delivery system... The insect moved forward with a quick landing and injected it's payload into the body. It's reward was a slap-quick death as Julie hit the bug which had outlived it's usefulness. The venom took a few minutes to take effect, but soon Julie fell down on to the ground unconcious. Her 'pet' moving to her to wake her.

"Now my pet, collect the prize." said Animo as he triggered the pidgeon which became a monster bird. Which swooped down on the girl and collected her while a second bird shot out an localized electro-magnetic pulse designed to knock out computers. Hopefully enough to temporarily crash the system of a living computer. The mechamorph spread out with the pulse and looked like it had passed out.

As the bird flew back home, Animo smiled as he had his test subject. Still...

"Tennyson is going to notice his girlfriend is missing, even as thick and self-absorbed as he is. So I am going to have to do this as quick as possible to get my killing machine out after him. Fortunately, I have the equipment ready.

A Half-hour later...

Animo had one of the female members of the Ani-Men crew undress the girl from her clothes into the specialized uniform which he had designed. Made of black market unstable molecules. A simple leotard which would cover most of her torso from view. She was then placed and chained into a tub containing nutrients from an extra-terrestrial source. A breathing mask was given to her, as was a less obvious control chip which would be hooked up to a command crown like the one he used to control the Yeti. The chip would be hard to spot and designed to be hard to remove.

A needle was in her arm, hooked up to medical tubing which was connected to a bag containing the serum. He slowly began to drip the fluid into her arm, a virus containing perfected hybrid feline DNA. The virus was fast replicating which would infect each cell of her body within an hour. The tube would also be irradiated by his trademarked transmutator, making sure the chimeric mixing was balanced.

He took out an iPad and began to record his findings, for while Animo was mad he was also a scientist. He spoke as he recorded the information into his iPad.

" Twenty minutes since exposure of the serum and there have been slight modifications. Subject Yamamoto J. has grown to about one and a half times her original height."

"Thirty minutes from exposure. Black colourations in the form of stripes have emerged on the skin of the subject, similar to colourations on a tiger's skin.

Muscle tone is developing but nothing extreme. The muscle tissue is thicker and stronger then normal human muscle tissue. From calculations, the muscles should allow for lifting of tons without extreme bulkiness of muscles.

Mammary tissue is also growing in an unrelated note. Given the mammary growth in many superhuman females, questions arise on whether increase breast size is a side effect of power enhancing genetics. The real question is should this be investigated or simply ignored as a waste of time."

"Forty minutes since exposure. The body is developing a fine coat of black and orange fur. The hair on her head has also change to an orange with black stripes shading. the coat is still growing in and will likely have a short coat of feline-human hybrid hair-fur."

"Fifty minutes since exposure. the final details have began to develop. Her nails have taken on the sharpness of razor-like claws. I have seen them retract into her hands and feet, their density is strong enough to attack thick substances. Perhaps even metal.

Her canine teeth are now larger with greater capacity of severe bitting. She has also grown a tail which is tiger like but with a prehensile nature of a lower primate's tail."

"Sixty minutes since exposure and a deep internal as well as external exams are being conducted by my machines.

The eyes have evolved and changed, allowing for enhanced nightvision without sacrificing the colour range of human sight. Scent receptors are highly developed as well given the size of the nose, allowing for a superior scence of smell.

Bones and muscular system as allow for superior agility and flexibility, allow for a jump of up to a range of forty feet. Running potential of seventy miles per hours, likely caused by the combination of cheetah and tiger DNAs. A highly development rengenrative healing factor. Double and even triple jointed, allowing great escape from confinement.

There is also a minor telepathic connection with animals with feline DNA structure, allowing for communication and control. There is also the genetic fighting skills which have been added to the subjects mind.

My assassin is culled from nature's perfect assassins, the great cats. Most of all the might tiger, the most deadly of the big cats in some opinions. So I will name my assassin, Tigra after them. The question now is to activate the mind control technology which I have had to trade my skills and talents to those such as A.I.M. or the Hood."

He removed the nutrient bath and released his newest minion, while activating the mind control chip with his mind control headband. The control gem in the centre glowed red as the ship activated, overriding the mind of the young teen before him.

She had been laying on a table but she rose from it, her eyes which had been brown now glowed with a deadly crimson shade to them. She stood ramrod straight as she spoke, "Yes Master, how may I serve you?"

"Subject has retained intellectual features while under control, so far without any deficit of that intellect. Creative might also be limited. Field testing will be required. While the chip allows for video feed from the subject, semi-mutated animals might also be needed to act as living video cameras for studying of the battlefield experiences. Bird would be best, likely pidgeons or similar city birds of small size.

Subject Tigra, mission objectives the capture of the Omnitrix and it's collection of alien genetic samples. If necessary, you may capture, injure or kill young Benjamin Tennyson into order to get me my Omnitrix. The samples in the device is more important to my future plans then revenge on Tennyson... at least for now. I can save my revenge for when I have an army of alien mutants at my finger tips. If he is hurt or dies in the mean time, while it will be just a lucky side effect to my plans.

Understand your mission Subject Tigra?" asked the mad scientist as he looked at his chimeric creation.

"Yes, Master. Capture the Omnitrix, no matter the cost to Tennyson." said the new Tigra as she awaited her deployment.

Elsewhere...

Ben was back in Bellwood, keeping up with his Plumber duties. Tony Stark had said given the amount of alien activity in the small urban area, he had decided to build a place the Avengers could monitor the situation closer. Which had meant that with Plumber help, the Avengers were going to design a tower to be a headquarters in the city. A additional base for the Avengers, the Plumbers, S.H.I.E.L.D. and S.W.O.R.D. as well. Back up for when there was troubles, allowing for cross-checking information as well as located at an important location where trouble could emerge. It did have a problem of big target for attacks with all of the important agencies in them.

He was just walking down the block to the nearest Mr. Smoothy, when he gets the sense of something wasn't right in the daylight. Acting on the hunch, he activated the Omnitrix and transformed. Which was why the claw attack on his arm was met with the crystalized stone of Diamondhead. His opponent twisted around so he could see who it was... which was a shock.

"Julie, what the..." said the alien hero, as the first thought which come out of his head was... 'Boobies!'

The second thought in his head was, 'Somehow Julie has turned into a cat woman (with boobies, legs and really flexible), glowing red mind controlled eyes, and trying to hurt me. Sounds like Animo. Now I'm piss.'

"Surrender the Omnitrix or die!" said Julie in a growl, as she even hissed a little at him. She was crouched down as she ready to jump out at Ben.

"It's going to be okay, Julie. We'll stop Animo..." said Diamondhead as he tried to break through to Julie. Which was answered by an attack by catwoman as she slashed against the rock of Ben's alien body, even as she managed to slash into the stone while causing damage. Which Ben could regenerate as the Petrosapian but not as a Homo Sapian, Ben had to get out of there as quickly as possible as he tried to think of a way to break the mind control.

"Okay, okay, I guess I haven't been the best boyfriend but this is way too much. So all I can say is... seeya!" said the blue silicon alien as he ran off looking to out run the catwoman, even as he used the communicator in the Omnitrix to contact the Avengers and the Plumbers.

"Avengers, Plumbers, anybody. I need help. Animo has turned my girlfriend into an cat lady and now she's hunting me under his control. I need to contain her somehow while find a way to blow out the mind control device. Guys, anybody, I need help now!" came the reply as he tried to lure Julie to some where he could do something to counteract this.

"You can't escape Tigra, Tennyson. I will have the Omntrix for my Master. If you want to survive, give it to me now. Or else I will take it over your dismembered or dead body." came the reply from his hunter who was on his tail as she continued to leap and slash at him while he ran.

He was in luck as coming down the road was a Max's Plumbing truck, Rook's Proto-truk as the young Pumber officer jump from the cab. Along with Captain America, Thor and a shrunken Wasp. Ben began to slow down as the quartet had gotten into battle position, with the hero passing to the rear.

Thor looked at the cat woman who was looking at the five of them gathered in the street, "What sorcery is this?"

"Not sorcery, it is the demented science of Doctor Animo. A master of genetic engineering. He has turned Ben's girlfriend into some kind of cat humanoid. Anything else, Ben?" asked Rook as he got them up to the situation.

"She's strong enough to slash through Diamondhead, leaps pretty far and is fast. Plus we have to knock her down without hurting her, since she's being controlled by Animo. He isn't using his mind control headband this time. He has to be using something else, and harder to see." said the alien superhero, but was distracted by the bleeping of the Omnitrix.

"Alien DNA detected, Alien DNA detected." came the machine's reply as the core popped out and a yellow beam went over Thor. Which caused the god to turn to looked at Ben.

"I'll explain later. Girlfriend crisis now. We have to think of something before she..." started be before Tigra move with rapid speed to attack Captain America. He blocked her with his unbreakable shield but she rolled with the deflection to swipe at Rook who dodged it. She used this momentum to turn her slash against the flying Wasp before trying to land a kick on Thor. Only to be stopped, where she leaped from the kick to attack Ben. Her attack was interupted by a wall of crystal popping up between the two of them.

"Julie, where the heck did you get all the fighting skills? I have seen Plumbers who aren't that flexible and well trained. Whatever Animo did to you seemed to push you up to buttkicking levels." said Diamondhead, as he tried to figure out what to do.

Elsewhere...

Ship had awoken where he had been attacked, remembering that Julie had been taken. Figuring her boyfriend would likely have help locating her, Ship decided to get his help and locked on to the Omnitrix' signal. Ship then took the form of a more advance version of Julie's moped and set out fast down the road.

He soon arrived where Omnitrix was. He found the boyfriend and his partner along with others fighting some kind of unknown female. Unknown till he ran scan of her and noticed she had physical similarities with Julie. Somehow his friend had been altered. With the way she was fighting, it was an improvement in Ship's opinion since she could now defend herself if he was away. However, she didn't seem to be acting like was normal protocols for her.

Mainly as she was attacking her boyfriend and his friends. So Ship tried to figure out what it was which was causing the change in behaviour. He detected a signal from Julie, but he could not pin point it. This was because he could also get similar signals in the local area. Ship figured that if he could get rid of the other sources of electrical interference he could find the broadcast on Julie. So he started to search for those other sources.

Which seemed to be coming from several flying creatures which lived in the city. Ship tried to figure out if any of his forms could stop them without killing them, which he did have a stunner or two. He transformed himself into the form of a remote controlled plane he had merged with on his travels and took to the air in flight as he went after the birds which were preventing him from saving his friend.

In the warehouse...

Animo was observing the battle between his Tigra, Ben and his allies. Pleased with the fighting skills of his cat hybrid, he was jolted by one of his bird cameras being under attack by some kind of black and green remote controlled plane. Which he figured out rather quickly what it was.

"Looks like my Tigra's pet is hunting my biological cameras. Likely trying to eliminate any signals which are blocking his ability to detect my control over his mistress. Well, I can fix that by luring him out of range so he can not interfere with the fight.

I am going to need to have Tigra finish the fight as soon as possible. Otherwise that alien dog could become a threat to my plans. I didn't, however, figure on her fighting both a living legend and a pseudo-deity.

Fortunately, unless they strike the heart of my chip with an electrical charge directly, all of the bio-electrical energy or hammer based lightning strikes will have no effect on my control. Add to that the size and placement of the chip, it is unlikely they will find the machine part." commented the evil doctor as he watched the drama unfold.

He knew it would be a matter of time before Ben's omnitrix timed out and the hero would have to wait for a recharge. Wait as a normal and vulnerable human being. All Tigra would have to do is get behind his defenders and she would be able to take Tennyson down before he could recharge.

"Then all of that wonderful alien DNA will be all mine. I can use that database to create new mutants to populate my better Earth and world order. I can't wait to experiment with some of Ben's new alien forms.

Now how do you defeat Thor and Captain America? As well as those minor annoyances like the Wasp and the Plumber officer. There must be a week point in their formations which my little tiger can exploit."

Animo homed in on a sudden flash on screen, along with bleeping noise being transmitted by Tigra's audio nerves through the chip as a broadcast signal. The delightful chime of the omnitrix timing out as it required a recharge. Which was soon followed by the transformation of Diamondhead into the form of the human, weaker form of Ben Tennyson.

Author's Notes:

So I hope people are pleased with the new Tigra, Julie Yamamoto. Tigra had two origns, first genetic engineering and the second mystical. Plus the Fox Avengers: United the Stand cartoon had her as a genetic engineered figured. With Animo... seemed like a perfect hit.

Trying to set up the Benvengers, which will be Ben's main Avenger's team, even with some swapping of main Avengers characters as required by my story. So far we have Ben 10, Rook, The Scarlett Witch and now Tigra if they can break the control. There is also a harem for Ben as well, with Scarlet Witch and Tigra as members.

The main Avengers: Earth's Mightiest Heroes universe is the same as the Wolverine and the X-men Universe, Earth 8096 by Marvel count. This world is Earth 8010, which is different then that universe. At least before Marvel takes it over, then I will move it.

Figuring them team needs a flyer, I have a poll for a new Benvenger and harem member. The choices are as such. Sersi, Spider-woman, Psylocke, a warskrull with the powers of four or five of the Andromeda aliens, or another flying heroine. the have been running for a bit and the vote is as such:

Sersi 3

Spider-Woman 3

Psylocke 4

Warskrull 0

Another Heroine 0

There are polls on and my Yahoo group, with one vote each. So two possible votes, but be warned that once casting your vote on on my author page, you will be locked in and unable to change your vote.

So thanks and keep reading.


	6. Chapter 6

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Six

Thor was getting frustrated at the fight he was in, as he thought, 'In Midgard, I must hold back the full force of my divine might against the dark foes which populate it's lands. Else I crush them into dust with a mere slap of my hand. Now I must hold back further, to save any damage I might do against young Ben's paramour, while she is not as restrained against harming us.'

He was trying to use the lowest might of his hammer, Mjolnir, to arc lightning at her. Yet it didn't seem to phase her as if she was unphased by the pain. The method of what was controlling her was not letting her fall from the power of the thunder. Thor was floating in the air by the power of his hammer, when he noticed a strange toy plane shooting tiny lightning at the birds.

"By Odin, what kind of creature is that?" he asked out loud, curious at the thing.

"That's Ship, Julie's... dog for lack of a better word. He's aways protecting Julie. If he's chasing the birds... Animo must be using them for something. Like a watch dog or something." said Ben as he looked up while hiding from the attacking feline fatale as he waited for his powers to return.

"Which means it could be sending signals to Animo at the same time signals are sent to and from Julie. He might be trying to neutralize the birds to eliminate the number of broadcasts so he could follow just one of them, the one to Julie, which he could then eliminate." said Rook as he figured out what was going on.

"Thor, forget Julie for now. Try to stun as many of the birds as you can. I know it's beneath you, but it's the only way to save her." said Captain America as he was using every shield trick he knew to block the attacks.

"It is beneath a god to attack mere birds, but to save an innocent maiden, Thor will do it. Now I must follow this ship." said Thor was he followed the flying thing as it cased the bird. Looking at the bird, Thor launched his lightning with the speed of electricity to gently stun it.

'Perhaps I should look upon this as a test of my skills. Using my power softly with finesse then with the brute power which is my most common tool.' Thought the Norse diety as the plane shifted and flashed and arrow on the top of it's wings to show Thor the next bird for attack.

For the next few minutes, Thor went pidgeons hunting. Which seemed to give some in Bellwood great joy. Then things changed as three of the birds moved to attack Thor and Ship. Or what they had started off as were pidgeons as they shifted and changed into giant monsters which hiddious twisted versions of the birds they had been.

"I believe I do not like this Doctor Animo or his blasted science." said the golden haired Avenger as he decided he could let loose a little bit on these monsters. Mjolnir charged up with mystical thunder which would be used against the beasts.

Elsewhere...

Animo was fuming as his biological bird cams were being eliminated one by one till he had only three left. Which is why he activated and emergancy mutation which made them into the monsters they were. He had not expected the dog to be so involved. He was so busy using technology to get his Tigra to overcome the power of the lightning, fighting past when she should have been knocked out, he had no defense to this birds till now.

"Do I now call back my assassin so she can return to health while lossing the element of surprise or should I keep her fighting till she gets taken down?" he asked himself, knowing the research he had done in creating Tigra was safe and could be used for other deadly assassins. Using any number of deadly predators. Plus the girl was expendable, even if she was a great human shield against the Avengers and Ben. Yet the shield could be replaced by numbers and get similar effects.

"Tigra, get the Omnitrix! No matter what!"

Back in the battlefield...

Ben was waiting for a charge from his Omnitrix, he was also looking for an alien he could use which could take on Julie or Tigra or whatever, as well as the giant pidgeons.

"Something with a long range attack power and/or flight powers. If the Omnitrix is willing to give it to me when I want it. Come on, I need to save Julie as well as everyone else." said Ben as the faceplate changed and the device was charged up again. Cycling from the choiced, he hoped he got the one he wanted.

"AmpFibian!" shouted Ben as he transformed into the blue jellyfish like alien which was both a flyer and a long distance attacker with it's electrokinetic powers. It moved up into the sky and flew at the birds as it phased the battle. Taking his aim of the situation, he took a shot at one of the birds as Thor summoned the thunder on another one. The third bird was taken down by a fire blast by Ship. The birds were easy as he had faced the same kind before when he discovered Ditto.

This left Julie who was on the ground fighting off Rook and Cap, they were hard pressed but Tigra was tiring out as well. Ship flew directed at her without stop in a deep dive. As he hit, he wrapped her up into a coccoon of nano machines. Sparking occurred behind her right ear for a few seconds before it stopped and Ship followed off her, laying down in front of her as she passed out on top of him. Ship had taken the shape of a vaguely pillow like object.

AmpFibian rushed to her side crying out her name, but not changing back as he was afraid of Ship not being able to take out whatever it was which was controlling her.

Back in the warehouse...

Animo decided when the chip went dead he was in danger of being captured once again, so he began to pack up his lab for relocation. He was not yet done with his plans, even if this one did not live up to expectations.

"You win this one Benjamin, but I have not given up yet. I just need more deadlier predators which to use for your attacker. Something with a little bit extra." thought Animo as he looked over stolen Plumber files which he had gotten about the Nemetrix. An Omnitrix-like device which contained the DNA of the natural predators of the aliens in the Omnitrix.

"Think of the mutants I could create from the natural predators of aliens which the natural predators of man. Tigers, Bears, Sharks... other humans. Yes, I think this is just what the Doctor ordered. I need that kind of alien DNA." said Animo as prepared his resourced to find the Nemetrix or an alternative source of such DNA.

Back at Avenger's Mansion...

Ben had brought Julie to the mansion, along with her parents (including her dad who was pissed at Ben again), to check her out after her transformation and change.

Iron Man had arrived with some of the Avenger's scientific members along with some Plumbers medical and science experts ( the latter being Blukic and Driba). Iron Man and the Wonder Twins were the ones to give the news when the others slipped away or to work with Julie's care.

Julie had awaken an half hour ago and had dealt with the shock well enough for now, but this might change things.

"I'm afraid the genetic mutations which Animo performed on her is currently unreversable, we're not sure why but it's resisting even Galvan's means of rebooting her DNA back to the original state. However, it seems to have no negative effects, in fact making her stronger and healthier. She should even have a normal life, being able to have non-sterile cat people children when mated with a normal human." said Driba, not understanding the situation as well as a more... sensetive observer would be able to.

Mr. Yamamoto gave Driba and then Ben a glare, while Mrs. Yamamoto just comforted her daughter. Mr. Yamamoto nearly growled out, "I wish I could blame you for this completely, but the truth is Animo would have mutated anyone close to you. Then he would mutate the world. But don't expect me to be pleased with this, Tennyson. I could stop Julie from dating you, but it would solve nothing. I can tell you not to come over to my house until further notice. I don't even want to see you until I can keep myself calm enough to stomache you."

"I'll leave you guys alone for now. I'll... talk later, Julie." he said, as he looked at his girlfriend, feeling guilt with what happened to her because of him. He felt even guiltier when she looked at him with sympathy and love as he left. He didn't know how he could face her after what happened.

He walked to the living room to think about what he could do to help out Julie and her family. He didn't know much of what he could do other then help her adapt to the role life had given her. He wonder if the Avengers and the Plumbers could help her get use to the new feline abilities which she had.

'I am also going to make sure to take Animo down and either force him to undo all of this or lock him up without a key. I wonder why Mr. Yamamoto wasn't as upset as he could have been with me, given what happened to Julie was partly my fault. Not that I was complaining.' thought Ben, going over things as he sat quietly in an easy chair. What he didn't know was he was being watched by beings beyond human as one of them looked at what his actions had resulted in. How they had changed the fate of Ben Tennyson even if they had not changed the results of that fate by too much.

To the place where the watchers of Ben Tennyson are...

It was called the Infinite Embassy, sitting on the clusters of dimensions over Earth. Existing in all points of reality in the same spot, the same embassy in all dimensions at the same time. Created by a being of unimaginable power and ability, second only to the creators of the multiverse, for ethereal beings who are "unearthly-yet-of-earth". A meeting place to the ultraterrestrials known as the gods like the Asgardians or demons lords of one kind or another. All who meet there are under the command of peace while in the building or else face the wraith of powers second only to creation.

The rooms were built for different collections of unearthly beings, with some falling under more then one collection of powers. The Council of Godheads are located here. As was the Devil's Advocacy for Fear Lords, Demons and Lords of Hell. The room where the watcher of Ben Tennyson being watched is the room known as the Halls of Time and Space, which was meeting place for those who effected both of these elements. Less gods and demons, more ideas made incarnate and cosmic beings who controlled the aspects of the space-time continuum. It was here that a man was looking at the events unfolding on one of an infinite number of Earths.

It looked like a middle aged man, black hair greying on the sides and temples. He was dressed in a white coat which had a slightly steampunk 19th century military look. Brown vest and black shirt with white ascot, black pants with brown knee pads and brown boots. A black glove held a cane but the other hand was a large metal gauntlet which was silver and gold in appearance. Green goggles hung around his neck.

"I am so sorry Ben but the fact is that Julie's new condition is necessary in the greater scheme of things. Since it will lead to making the dangerous fates you are going to experience to move much more smoothly then if she didn't have the power. However, I had to change other things as well to make it move just as smooth and it might make it up to you. Isn't that right, Mistress Love?" asked Professor Paradox, as he looked at the woman or woman looking being behind him.

She was a beautiful blonde woman with golden tan skin and sky blue eyes, dressed in an ancient greek toga of bright pink in hue which was made of the finest silk with a cut which flattered her body's perfect curves. She was Mistress Love, the incarnation of Love for the universe and sister of Sir Hate, her counterpart. She looked around Paradox at the white boards surrounding him with notes and diagrams on them, containing the thoughts of the Timewalker.

"So I take it this is the reason that you asked for my help with the connections between young Benjamin Tennyson and the women you have suggested? The young man has a heart open to love and giving second chances, which my brother only allows since Ben also seems to have a talent for awakening great hatreds in others." asked Mistress Love, her voice almost musical in it tone. Like a beloved melody which you remembered from the meeting with your first true love.

"Yes, as you can see from my commentary, there is trouble on the horizons. You can see how it is coming up. I have spoken to two of my counterparts in the multiverse. One in a universe where only the superheroes like the Avengers exist and the other where only the Plumbers like Ben exist. Both Avengers and Ben in those universes are destined for greatness and importance in their universe's timelines. The fact the two of them exist in our universe simultanously, there is a cetain amplification effect on the two points on the cosmic loom so to speak." answered Paradox as he turned to his boards again, with marker in hand. He changed a few things here and there as he saw time be rewritten.

"I do not claim to be an expert in time and the path it takes. Merely the aspect of Love in the universe, in all of it's forms. The fact your actions aid in the spreading of love is why I am helping you with you planning." continued Mistress Love as she pointed out why she was there.

"Most of your fellow incarnates are willing to help as my plans help with the spread of their specialties. Sir Hate as you said is interested in the hatred which many villains will have for both Ben and his Avenger friends. Eternity and Infinity, time and space's incarnate respectively, have helped me since I have aided them in the past. Master Order likes the stability I bring while Lord Chaos like how many changes I can produce with my actions, the In-Betweener seeing the balance between his masters I produce.

The fact is my changes are not so major in the grand schemes of the multiverse. Save for those mortals who are involved with them. The saying is still true, from little acorns do giant oak trees grow.

So I must thank you for strengthening the bonds of love connecting Julie Yamamoto and Ben Tennyson. As well as awakening similar love with Ben and Wanda Maximoff. Opening the minds of the ladies to the idea of sharing a man in common, as well as muting the anger which Mr. Yamamoto felt to be with the soothing balm of compassion.

I also ask for your continued help in creating the web of love I have designed for Ben, to better aid him in the future. I do not mean to impose on you, my dear lady, but it is needed for the future to remain bright." Professor Paradox asked of the powerful woman as she nodded in an agreement with the Man who could manipulate time and space.

"I must make sure that certain ideas and paths are opened for people to walk down to allow for the best future from the numerous timelines is accepted. Save time and space is so complex and time consuming. I have to safeguard Ben's future and the future of the Avengers. As well as avoiding those nasty timelines the X-men keep stumbling across. From the Days of Future Past and Ages of Apocalypse, can't those poor people find one future which isn't a nightmare made real. I mean, I have found fifty futures where humans and mutants live in relative harmony without trying. Yet the X-men have not seen even one of those futures yet.

Where was I? Ah, the future with the Avengers. Hopefully I might be able to guide the timelines where I want, but even I can not guess the plots and plans of others will have on time. I can only try my best and hope everything comes out right.

I hope I have not been boring you, my dear."

"As long as you take me on a tour of great loves in the multiverse, I can say you made it up to me." said Mistress Love, as a living incarnate of the concept it had a tendancy to dominate her mind.

"I believe I have a few moments for the lady. Plus it should lighten my mood and give me strength for the future. Very well, hold on to my arm and see the expressions of love in the multiverse."

Mistress Love stepped forward and held on to her arm, when Paradox nodded. With a flash, the two of them and all of the white boards vanished.

In the basement of Infinite Embassy, known as the Devil's advocacy...

A demon with a head made of living flames, was looking at a chessboard with pieces on it. Three pieces were of interest to him. One was a hooded figure, another was a teen with a watch held in front of him, and the final was a woman in red. Around them were other minor pieces and players in his game.

'The Hood holds the key for now. He is my enterance to this universe from my own, my future avatar. Even if he is not the most powerful Avatar I could choose. How much more powerful could I get if I was to take as a host the Changeling or the Witch, or even both. Gaining the divine chaos magic of the Witch while holding the technologically based powers of shapeshifting from the Changeling into my Avatar. My power would grow beyond that of even my greatest enemy on the Earth Realm.

The question is how to get the powers I seek? The Changeling is a young man, perhaps my sister could be of use with him. If I could find a way to avoid her using his power against me in one of the betrayals we perform against another when we have the advantage.

How to corrupt the witch though? I need more information on this. Fortunately, I have the Hood as my eyes and ears as long as he is possessed of my pressence. From his minons which I aided him in collecting, he has eyes and ears everywhere which is sent back to me.

I can only continue with my plans to totally possess the Hood and use him as my body in that world. Once I have made him one with me.'

Author's notes:

Well the poll results so far are as so...

On my profile page, where you can not change your vote once casted...

Spider-woman has four votes, Psylocke has three votes, Sersi and another flying heroine have two votes and the Warskrull has zero votes.

On my Yahoo groups page, where you can change your vote at any time...

Psylocke has four votes, Spider-woman and Sersi both have two and the rest have zero votes.

So grand total is...

Another Flying heroine 2

Psylocke 7

Sersi 4

Spider-woman 6

Warskrull 0

Psylocke and Spider-woman have interest elements I can add to the story. Psylocke has a little remember history as part of S.H.I.E.L.D. or S.T.R.I.K.E. (British S.H.I.E.L.D.)'s Psi Ops. Spider-woman has a past with Hydra. Two of the major players in A:EMH. Sersi is a little more difficult but that is because the Eternals didn't make much of dent in the Marvel Universe. Except for Thanos. It also means she's an open book. The Andromeda Five War Skrull is great for a heroic, villainous or mix of the two character. So she/he/it might slip in later in the storyline.

Just some commentary. Any thoughts, comments, good reasons why you votes for the women above, any suggestions for the other Flying Heroine (like Storm or someone else)... please feel free to write.


	7. Chapter 7

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Seven

Tony looked at the completed tower in Bellwood, proud it had been finished even if it had been with Incursion funds after their invasion. The Avengers had fought with the Plumbers in the original attack, only to be overwhelmed by the combination of the regular Incursion armed fleets as well as the Way Bads. Many of the Avenger's heavy hitters had been collected at the start while some managed to escape and become part of the resistance.

'Till Ben managed to get back from his exile and help put a stop to it. Can't believe he was part of a teenager's plan to steal her father's throne. At least we don't have another war. Plus they made good on the funds to pay for all the damages, as well as contruct the tower and some money for a new improved Earth Defense Grid.' Thought the inventor known as Iron Man, as he looked at the building which would house so many important agencies.

Tony looked at Ben as he stood next to Julie and Wanda, as the two women were talking with each other. Tigra and The Scarlet Witch had bonded while they had been part of the resistance against the alien occupation of Earth for that long month. Ben looked a little sheepish, if you could see under the mask of confidence he usually displays. Which Tony could do to similar personalities.

'He's trying to hide the guilt he feels for what happened to Julie, while also hidding his attraction to Wanda at the same time as still being in love with Julie. The fact both women are gaga over him might lead to a triangle. Not sure how it's all going to end but I hope for a happy ending for everyone involved. Especially with the problem of all the other alien women who are crushing on Ben. Seems he's almost a hit with the ladies as I am.' thought the current leader of the Avengers as he prepared to break in the new headquarters of his team in this part of the country.

The Tower had living space, with kitchen as well as living space and bedrooms for a large number of members. It had training areas as well as gym space. Laboratories for scientific study plus hangers and garages for vehicles. This didn't count the spaces for Plumbers, S.H.I.E.L.D. or S.W.O.R.D. .

He prepared to gather all of the members he had currently gathered to the meeting room in the tower to see how things were going.

Elsewhere the after effects of the invasions are felt...

The Hood was looking at what he had managed to gathered during the invasion and occupation. Weaponry stolen from the Incursions and plundered from Plumber bases which had been opened up by the aliens. Technology which his men were reverse engineering for use by those linked to him. He expected that the government and the hero teams were doing the same thing with what supplies they had gathered up.

'At least those they could sneak under the Plumber's noses. Getting whatever technological edge they can over their enemies. Just like I plan to do.

The other advantage is all of the rebuilding which is going on all over the Earth from the attacks and the Way Bads. It had been easy to find select alien and human criminals with the ability to "influence" construction teams. Add to that certain criminal help in collecting abandoned building, and I have the ability to build to my needs. Lairs for my villains, safehouses, and hidden passages throughout important cities. Perfect for allowing me to hit from the shadows.

Which means this invasion has been very profitable for me and those who follow me.' thought the Hood as he prepared for more on the mission for his master.

At the same time...

The Cabal who had been stealing the StarkTech and the alien technology were also having a banner month.

The man watching over the loss of the warehouse was looking at the losses and gains around the month of the occupation. They had to hide their technology caches and keep a low profile, but most of what they had collected had been hidden during this time period as they had avoided fighting back for the time being. Their buildings and real estate had been damaged but was paid for by the Incursions.

'Then there is the alien technology we have collected from our "benevolent overlords", as well as what we recovered from other groups. Like S.H.I.E.L.D. and Hydra, even the Fantastic Four and Dr. Doom.

Or project is developing fine. Using the bionics of things like Iron Man's exo-armour, mixed with genetic engineering as well as mystical boosting... We will soon have the most advance intergrated weaponized armour system in the world. The Master Signs armor will be perfected for the leadership, while the prototypes and lesser armor will be used by our troopers.

Once the armor is perfected we will be able to use the Key to remake the world in our image, no matter the resistance. We will succeed where the Incursions failed.

We have also learned from our "Overlords", as well as those who came before them. The greatest threat we will face will be centred on Ben Tennyson and the Avengers. To gain control of Earth and the Stars, we will needed to neutralize both sets of protectors on this planet. Which will require more research.

Fortunately, we have many new resources...' thought the man as he had his computer open and linked to multiple monitors. On each one of them were electronic files marked top secret or restricted access. From the databases of A.I.M., S.H.I.E.L.D., Hydra, and even the U.S. government...

Elsewhere...

A.I.M. had managed to survive the loss of M.O.D.O.K. and their last Scientist Supreme because of their cell like nature, which was why it has emerged with a new Scientist Supreme... at least for the some of the cells. Other cells had other Scientist Supreme, which was leading to a minor civil war. Which in A.I.M. terms meant the different cells were trying to prove they had the most advance science and technology. They were working on this as they have heard the news that HYDRA was reforming around a cell controlled by one or more of the top officials of the organizations. Given their last relationship with that organization, the needed tech and science to defend themselves from HYDRA. As well as S.H.I.E.L.D. and the Avengers as well as all of the other groups against A.I.M. and their scientists.

They also knew like themselves, HYDRA was likely plundering all of the alien technology they could.

So there were advancements being made as they reverse engineered the technology, then adapted it to their own developments. Able to sell it to it's clients, which had grown with the invasions which had occurred. No one wanted to be weaponless when the next invaders came.

On the Helicarrier...

Colonel Nick Fury was looking at the reports on the after effects of the Incursion Invasions, where the Helicarrier had been smashed down to the ground by way of a Way Bad slamming it's hands down on it. The ship had been rebuilt using the funds which the Incursions used to pay for their destruction and the carrier had been upgraded technologically from what they had gained from the remains of the invasion.

Maria Hill came up to her leader, "So how has the rebuilting coming along, sir?"

"We're getting back on our feet, and are even in a better situation now. However, I am not pleased at how many empires see Earth as a target. The Plumbers gave us a report on how the universe views Earth. Basically a dirtball, with a few resources they would want to get their hands on. The Skrulls wanting it as their new home world was anomaly, but with their interests came the interests of the Kree. The Incursions would have gone after any planet in their way and did. As bad as the invasions were, they were not the norm in the universe as they know it.

Still we, especially in the form of S.W.O.R.D., will be working closer with the Plumbers to block the holes in our planetary defense. Which is why we are working on a presence in the Tower in Bellwood, so we can work closer to these organizations as well as keep an eye on the growing relationship with a touchstone in that city." said Fury as he looked at the information which is being given.

"Not exactly sure I'm comfortable with aliens on the planet, sir. Still makes me nervious if they decide to try something as they have a technological advantage." said Hill being blunt as she commented on it.

"Most of the aliens have been living in peace with the population of Bellwood for years, with an odd number of criminals just like any population on Earth. From human to mutant to mutate to whatever. They work with the Plumbers for the most point and the Plumbers have the ability to manage most of this. In fact they have kept some of the alien contacts the planet has faced from going bad and even more skillfully from being noticed.

We couldn't keep a lid on it forever, but they did the best they could and we have gained safety from them.

S.H.I.E.L.D.'s mission is to prepare for the worse case scenario in any event, even when we have help and aid of others. We are going to have to prepare and develop strategies for when alien contact occurs and is not friendly. Just as we prepare for attacks from supervillains, terrorist like HYDRA or whatever else threatens world peace and order. We can not do any less." said Fury as he moved some of his own plans on the computer to the front as he prepare for the worst to happen.

Back at the new Tower...

Ben was in the meeting room where the Avengers were meeting, feeling all kinds of guilt. Guilt for what had happened to Julie, guilt for his growing attraction to Wanda, guilt for having the Incursions walking away from their attack on Earth with a win. Yet he knew he would have to work through his guilty feelings on his own time. Now was the mission of preparing the future. Hopefully safeguarding the Earth from similar attacks.

"Okay guys, I welcome you to the opening of the new Tennyson Tower!" said Tony Stark as he looked at the people in front of him.

"Wait, Tennyson Tower? You're not name the place after me?" asked Ben as he was shocked at the news.

"You did help lead the counterattack against the Incursion forces and lead to the liberation of Earth. You also helped to prevent a massive war and bring about a truce, no matter how... bitter the result." answered Captain America who was standing with Tony.

"Plus you have become quite the hero and celebrity which is good publicity for the non-law enforcement agencies in the building. Which help to pay for the thing. Even my money can go only so far." continued the wealthy billionaire, as he pointed out the business behind the cause.

Tony continued, "As you know this building was created because of the increased presence of aliens, which was before we discovered a small alien city was built in the bowels of Bellwood. Now we have this and supervillains who are either attracted because Ben's home is here or because they now know this is a source of alien tech which can be used to power their schemes.

Which means having more watchdogs here is going to be needed. Just like all of the watchdogs in New York because of it being one, if not the, most important cities in the world. Which is also why S.H.I.E.L.D. and S.W.O.R.D. as well as some other alphabet organizations are also building bases here.

We are also adapting a world which is becoming more and more use to aliens. The fact most contact people had was with alien invasions is not helping P.R. dealing with aliens. Bellwood is the source of most of the good feelings we have for aliens and we have to help out the image of the humble working alien, trying to make a living like the rest of us humans. Because we have already have small anti-alien groups forming all over the country and the world. If they get as bad and strong as some of the anti-mutant groups... we are going to have trouble.

Having an alien and a hero who can shift into any number of aliens on a team of heroes will likely help build a bridge between us and the universe. The Scarlet Witch also helps us with opening up with the world of mutants and try to prove they are as much a part of our community as the rest of us. Which is why the three of you will be the base of an Avengers... franchise for lack of a better word... in this city."

"Four of us! Tigra is joining the team." said Julie, which shocked Ben completely.

"What are you talking about Julie? You're thinking about joining the Avengers? what about your dreams of being a tennis star?" asked Ben trying to get Julie or Tigra out of the dangerous situations. At least being directly involved with the dangerous situations.

"If you couldn't see, things have changed. With all of the boosts in my abilities due to Animo's experiment, there's not a tennis organization in the world which would allow me to play due to unfair advantage. The body I have now is good for helping people in the same way that you help people, Ben.

I know that you don't want me in any more danger then just being your girlfriend, but I have the power to make a difference. I have to use the power I have to make the world a better place, like you do. Don't you think I worry when ever you go out and be a hero, but I believe in you. Just believe in me." said Julie as she made her point known.

"I just don't like it, but it's your choice and the choice of the Avengers. If all of you agree, I'll just have to accept it. Then I'll have to make sure your trained to use your abilities to their limits." said Ben, as he knew he might not win this agruements on this.

"Okay, four of you. We are trying to adapt to a world where more of the universe is revealed to us. Who knows what kind of villains we will face now things are opening up cosmically then we had before. Better to get ahead of things now then play catch up latter. Alien knowledge is being passed from one part of the world to another, which includes the world of villains. We have not yet been able to catalogue the weaponry and technology left here by the Incursions. The Plumbers are commenting some of their bases and technology caches have been plunder, and maybe not just by the Incursions. Which means any one could have the advance technologies. The Plumbers and the Avengers must be ready to collect this technology for their returns to the right hands.

I hate to think what this kind of technology is being used for in the wrong hands." said Tony as he knew he would be foreshadowing darker days ahead.

Ben knew Tony was speaking the truth as he could see in his mind what could happen when the chaos caused by the dark month of global occupation. What was lost in those months could be used against them in time.

In the HYDRA Aquabase Prison...

Kang had been imprisoned in a chair since his last escape attempt, kept from his mission to conquor this timeline and save his own. Which likely no longer existed due to the Avengers stopping the actions of the Skrull and Kree. Even the appearance of Galactus had not stopped them from advancing, which surprised a man who mastered time travel. As he sat, he could feel time slow down before it had stopped. Before him a single member of the Council of Kangs appeared before him. In charred armor as if he had been attacked and damaged.

"So you have managed to survive the war. Ironic given the war started with your timeline." said the Kang before him which had surprised the imprisoned version of the one who spoke.

"What war? What are you talking about?"

"The Time War. Fractions rising, aligning and opposing each other. The Council of Kangs is shattered, our forces defeated and on the run. All because of two men from your timeline and their counterparts. Professor Paradox and Benjamin Tennyson."

"I have no record of them so they can't be so much of a threat as you suggest, Kang."

"It is because of their power you have not heard of them as they have blocked themselves from the eyes of all Kangs till it was too late. Paradox has a complete map of the space time continum in his mind. Ben Tennyson has the ability to become any number of aliens, including time senstives. He is even able to become a Celestrialsapien. Their actions are allowing the Avengers of our timelines to become undefeated and even succeed against us. If this continues, all Kangs in the multiverse will be defeated or destroyed.

Which is why I have looked for you. Even though you have failed twice against these heroes, in one form or another, it is much easier for you to change the timeline of this universe then all other Kangs. Which is why we are setting you free again. We will give you a citadel in a dimension cut off from all time lines and access to your technology. We will require you to think though your plans with our aid, with much research on what we know about Paradox and Tennyson. Even with all of this, there is an even chance you will fail. Yet it is our only chance." said the damaged Kang as he loosed his counterpart and replaced him with a pale robot copy which would fool the technology of this time.

"I accept. Let me learn of this Professor Paradox and this Ben Tennyson." said Kang as he disappeared with his wounded dimensional twin. Time started again as no one was the wiser to the fact one of the most dangerous men had left his imprisonment.

Author's Comments...

Placing Kang in the either for later use. Like I have the Hood and the Cabal which is nameless unless you can name it.

The poll now is

Psylocke 9

Spider-woman 7

Sersi 4

Other Flying Heroine 3

Warskrull 0

I will make my decision about the time of the next chapter being printed up or the one after that depending on which why to take the story. Whether a bonding chapter/s or new adventure chapter/s.

I know that Julie is broken up with Ben, a spoiler to those who have not seen the show recently or read about it. Then again this is a seperate universe with Marvel characters in them. So Ben's relationship is different, like Ben pausing his game before talking to Julie. Now other Ben 10 crossovers I do are likely to go with current canon with Julie and Ben not in a relationship but friends. This one is grandfathered in because of all of the work done recently.

The real trick is building the players into a harem, which might lead to a bonding episode or at a bonding adventure episode. Plus a little help from Mistress Love as well.

Thanks,

HVulpes


	8. Chapter 8

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Eight

Steve Rogers, also known as Captain America, was sitting at the meeting room in the new Tennyson Tower. Which included a table which could be enlarged for circumstances like this where all active Avengers were here. As well as the guests, Magister Maxwell Tennyson and Agent Abigail Brand of S.W.O.R.D., as well as an Asian woman with purple hair. Ben Tennyson, Rook Blonko, Scarlet Witch and Tigra were also present as he was guessing this was something big.

Iron Man, Magister Tennyson and Agent Brand were standing as the rest of them were sitting. The image on the screen showed the Skrull and the Kree. As well as the Plumber symbol. Agent Brand spoke first, "We have a major event coming up. With aid of the Plumbers, we have released Queen Veranke to walk with the remaining members of her people in space. With aid from the Plumbers and the Galvin, there have come an agreement to rebuild a homeworld for the Skrulls just as the Galvin did with their homeworld after the Highbreed Wars.

As part of this, with the added changing of the guard in the Kree Empire, the two parties have decided to introduce a truce for the time being. To sign the truce, Queen Veranke of the Skrull and Captain Mar-Vell of the Kree, will be coming to a neutral planet. Earth."

"Why are they coming here? Could they sign it somewhere else like a Diplomacy Planet or something?" asked Hawkeye, saying bluntly what was on all of their minds.

"They have decide on Earth because of multiple reasons. One of which is the fact Earth, especially the Avengers, have helped to defeat the most powerful forces of the other side. They believe the Avengers and Earth defenses could protect their leaders in case of disagreements from the other side. Like assassination attempts." said Iron Man, as he pointed out the problems such a truce would face.

"There is also a second issue we have to face. The fact is the Earth is getting... noisy. Before now, Earth has been looked at as a remote backwoods. A place which has potential if it doesn't blow itself up first.

Things have changed. Ben having the Omnitrix has attracted some of the attention of the universe. Especially those of warlord and criminals.

The fact humans have developed all kinds of powers, whether mutants or mutates or whatever... most species in the universe have their own version of them. But not in the numbers humanity has. Different societies have different reactions to them, from accepting them as brothers and sister to genocide against them. As I have heard from Iron Man, the Supreme Intellience of the Kree was interested in exploiting this aspect of our species. He is likely not alone on this.

There is the technology level of Earth, which seems to bounce on all technological levels.

Then there is the foes which Earth has fought, which should have broken us, but didn't. We defeated the Highbreed, Vilgax, Diagon, The Incursions, The Skrull Empire, The Kree Empire, and Galactus the Devourer of Worlds. Even defeating one of these would be enough for some of the universe's powers to see us differently. As a threat, an ally, an enemy, a resource to exploit and more.

To defeat all of them...

The Galactic Community we live in, as well as neighbouring Galactic Communities, are all watching our planet with great awareness. Trying to figure out what it is that they should do about us. So this meeting, which will also be attended by other members of those communities, will be our chance to make a good first major impression. Which is why we avoid screwing up." said Magister Tennyson, as he explained what was going on with the situation.

"The problem is the fact this war has been going on for centuries if not milleniums. Long enough for different groups and civilizations to have a vested interest in continuing the war. We're going to have keep watch on all of them. Add to these problems the problems of threats to the other galactic figures, and the threats solely created to embaress our world.

Which is why we're going to need the Avengers, both the orginal and the new team which has specialties with space. It is also why we're adding a new member to the team for this mission.

Elizabeth Braddock, codename Psylocke, is an experience agent of S.H.I.E.L.D.'s sister organization in Britain S.T.R.I.K.E.. She is an agent trained in both traditional and modern ninja techniques, which covers spying and combat, as well as other skills. She is also a mutant with psionic powers, in the fields of telepathy and telekinesis. Which have been trained to work with her combat skill in the form of psionic weaponry.

She has been recruited for these powers and abilities, due to advantages it will bring in foiling plots. Telepathy can be neutralize which is why we didn't just request any old telepath. We needed one with both the psionic skills, as well as the ability to investigate and collect information without notice. As well as fight when the need comes to it." said Agent Brand as the purple haired asian woman stood up.

Psylocke was dressed in what looked like a blue bathing suit, which while flattered her curves was not something which you expected a ninja to wear. It was a one piece leotard without legs, with a red sash like belt. On her arms and legs were bands of material the same dark navy blue colour. Her boots were heeless and of different length of the same blue as the rest of her outfit, one rising to mid shin and the other just above the knee. She wore matching blue gloves which rose just above her elbows.

Wasp spoke, "Wait, you mean Betsy Braddock the model, socialite and noble. But she's... she's..."

"White? Caucasian? I was born that way. Blue eye and blonde, white skin member of the British Nobility, along with my twin brother Brian. However, during my time with S.T.R.I.K.E. there was an incident and long story short... I had body altering experience where I became a violet eyed, purple haired asian woman.

One learns to continue with what you have in those circumstances. However, I have been cleared for this mission. I am willing to work with you to protect the world from it's threats." said the telepath with a crisp upper-crust accent.

"Which is why we had signed off on having an undercover psi-op on this mission with the various law enforcement and judiciary organizations involved. Many of them want to problems cause by this war to be eliminated, which means they're open to more methods then they otherwise would be." continued Magister Tennyson, with what they were being allowed to do.

Captain America studyed the situation in his mind as he also replied what he had heard from the people present. Once digesting it, he replied his opinion, "What we have is an event to bring about a truce to a war going on for generations. We will have members of both sides of the conflict acting to continue the bloodshed, as well s outsiders who will profit from the war continuing. We have threats to the diplomats attending. We have to do all of this while keeping a good image for the people of Earth.

For resources we have some of the most powerful heroes on the planet, a psi-op who can gather information both telepathically and without powers plus multiple law forces with defense experiences.

Do we have any other resources to bring to the table here?"

"We have Ben, for one." said Magister Tennyson as he gave an answer.

"What a minute, I'm an asset? No offense, but I'm more of a bad guy bashing asset then a diplomacy asset. Remember the time I tried to stop a war... on a weekend. Remember how well that went, by which I mean not well at all." said Ben as he perked up at his name being called, after seeming to be half asleep in the meeting or at least not paying attention.

"You have politic power since saving the Milky Way from the Highbreed sterilization. Then there was you actions to not only stop but reverse the advance of the Incursion assault. Which freed several worlds from their tyranny. Which makes you a very popular hero in this Galaxy, at least.

The fact the Avengers have stopped the Kree and Skrull Empires as well as free the universe from the threat of having their world eaten by Galactus have also made them popular with the space crowd.

It has also made you guys some new enemies as well. The trick is trying to use your popularity to help the most people, while avoiding those enemies. In this case." said Max as he pointed out what was happening.

He continued," This has the effect of chasing away all but the most skill and/or the most devoted criminals to ruin the event so as to aid in the profit of the war continuing.

With our resources we have at least two major targets which to face. A force of Kree who are against the treaty and their counterparts on the Skrull side. The Kree soldiers are likely to use advance technology to commit their acts. Stealth suits and hidden weaponry, as well as any other device they can pack. Things like teleporters and so on. On the other side we have the Skrulls who are more likely to use their shapeshifting and their techniques of duplicating the powers of other living beings. Either of the superhumans of this world or aliens with powers like those five aliens we encountered from the Andromedia system, Ben. Which also happens to be the home system of the Skrull Empire. We can expect any number of Skrulls with the power of NRG, Armordrillo, AmpFibian, Terraspin, or Water Hazard.

There is also other possible attackers, but the Plumbers, S.H.I.E.L.D. with it's other agencies as well as the extra members of all groups we will be calling it... we should be able to cover it.

We will be equiping you with specialized tools which should allow you to detect both Kree and Skrulls under disguise or cloak. We would have had them during the invasions but there were errors which occurred with signing out the technology.

We are also bring in what other tools we will need to make this treaty happen. This is a big deal and will likely cause a change in the universe as we know it. Who knows how it will change the future or how it will be remembered."

Elsewhere...

Professor Paradox was watching with the Watcher, Uatu. The events they were watching unfold was the events of the treaty which was coming up. As well as the event which would occur in the future if the treaty is finalized and enacted. Which was not a surprise for Paradox, as he had travelled to hundreds of incarnations of the future, both where the treaty was a success, where the treaty had failed and where the treaty had never come into existance. Paradox was letting Uatu look at what the professor could see.

"It is interesting how the future can span out from this one focal point, but it seems no matter how the event turns out there is equal chances for the treaty to lead to positive and negative results no matter what happens to it. Most of the time it has positive and negative effects at the same time." said the Large headed alien as he looked at the transformed human.

"It is if you can only look at it from one point in space-time like you can, my friend. I. on the other hand, can see the effects from multiple points in time and space at once. Which lets me guide the River of Time better then most of those fools who call themselves time travellers, even if I have my own moments of foolishment and mistakes.

The fact of the matter is when guiding time, one does not just look at the way it effects the future. One must also look at how it effects the present as well, since the event will effect both at the same time and to similar degrees. Especially as the near future merges with the present. The effects of the treaty will have a major effect on the present leading to peace in the universe if it is adopted and enforced, even if temporary. If this peace could continue to the future, it will have a greater effect on the events which will unfold. Especially if people like... I mean a person like me helps to guide the effects." said the Time-Walker, as he hid the fact he knew of Uatu's hidden help for the people of Earth.

"Why look at this possible future..." said Paradox as he pointed out the events of one future timeline.

This was a world where the peace of the treaty had lasted. Eventually the Skrull and Kree Empires had shifted and changed. Then merged their fortunes with Humanity as it expanded into the universe as well as the Shi'ar Empire and the people of the Milky Way Galaxy. Creating a united vast galactic alliance which would shape the universe to come.

"Then there is that future..." said Uatu, pointing out a universe where the Kree and Skrull had signed the treaty and made peace. With each other. Not with the people of Earth who they aligned up to conquor as a threat to their people. Or the timeline next to it where they attacked the Shi'ar Empires instead. Timelines where peace had lead to war instead.

"I know, I know. Still you have to take action for anything to get done, as well as to avoid those who would take action against you for moving first.

I can already sense that Kang is free and plotting to advance the Time Wars once again, out of this relative period of cold war it is in and into something warmer. We also have the threat of Eon out there and the dangers which could occur if the two of them team up with each other.

Still, one step at a time. With this treaty being that first step. Let's see how this unfolds and what it is that... I can help it."


	9. Chapter 9

Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter Nine

In a hidden Skrull base...

Collected here were the members of the True Skrull Empire, looking to prevent the traitorious Queen from making peace with those barbarian Kree. Which was why they were building an assassin with the right combination of powers to kill both members of the party. The fool Veranke as well as the weakling Mar-Vell would be killed by the perfected warrior for the task, talents gained from the mystical ritual which would copy the powers, skills and appearance from the template. In this case, a number of aliens which would grant their powers to the assassin T'Sarn.

"Are you sure no one will miss these aliens?" asked the Commander as he looked at the scientist/mystic expert.

"We have selected them from various prisons in the universe and even in the Null Void. Even if we were to get rid of them after the ritual with T'Sarn, no one would care. Still they are of use in case we need to form more... agents." said the expert as they watched the final alien be scanned and copyed into the body of the Skrull Assassin.

"Skrull biology makes stealth and infiltration much easier," continued the expert as he explained, "What is needed is combat templates as well as technical skills needed to hack into the primative Earth Systems. The alien forms will help with blending in, as well as making the humans look foolish. Which is also important to the mission, as to gain revenge against their attempt to stop our conquest of our rightful planet.

We must make sure the treaty fails and the humans are embarassed before they galactic community. So they will look weak before them, which will allow us to better take control of the situation so they can not 'cause trouble' in the universe. Given their threat they pose on their own."

Their agent rose slowly as he was finished his empowerment which would make him a force to threaten the defenders of the enemies of the Skrull Empire. He shifted slightly to become an alien dressed in civilan clothes. The commander clicked a remote, and a wall moved out of the way to reveal a spaceship which was not of skrull make. It was beat up and patched together, but hid a working system. It also had all of the required documents to visit Earth and Undertown.

Elsewhere, in Kree Space...

The warriors-scientists of the Old Kree Empire, were finishing their work on the technology which would allow their assassin to gain access to do their work. Their focus was on the ideas of stealth technology and invisibility, which needed upgrading with the attack on Earth the last time tipping the hands of the Humans. Which was resulted in changing the frequencies so they could be undetected.

The focus was on two things: The ship and the armor. Both used the most up to date stealth tech, which involved rotating frequencies not used by the Kree yet. The ship was the fastest and smallest class of ship they could find and retro-fit. It was little bigger then a deluxe escape pod, but suited for their purpose. It bounces off all of the sensors as nothing but white noise. It had no external weaponry, but was well shield for it's needs. The sole mission of the ship was to get the agent to the planet, where he could complete his mission.

The armor itself was the most important part of the technology. It's stealth technology was perfected, to make one invisible to light and sound, using the element known as vibranium by the humans. The strength of the armor was enhanced, as well as it's ability to absorb energy which was boosted by the vibranium circuitry within the armor. The energy would then be diverted into power and strengthing the armor. It was perfect for re-entry if the agent had to drop from space to the planet, as the heat and friction forces would power the vital system and increase strength as well as climate control of the suit.

The heat sinks in the suit turned the heat from the machinery into energy for the weapons, allowing for infinite ammo under the right circumstances. Like a prolonged fire fight, like one which would occur after the assassination of a political figure. The suit was equiped with most form of energy weaponry, especially energy guns. Yet it also had energized melee weaponry like swords and hammers. Nano circuitry would make sure the weapons melded with the suit, and could appear as well as disappear within seconds.

The suit also had multiple sensors and an advance computing system which could be used to aid in the mission.

Now it was only a matter of deciding which of their warriors would be the champion of the Supreme Intelligence, who would soon be reactivated, and defeat the foes of the Empire. Which was why they had a tournment to decide which of their warriors would be the agent. The Kree Commander took sight of the fellow Kree who had won the event.

"With superior weapon scores, excellent stealth and infiltration techniques, and now proven himself in the arena... we have a winner. The Captain for the mission with be Dar'redd. He will be the executioner of the Old Kree Empire, to wipe the false empire of Mar-Vell the Traitor and bring back the Supreme Intelligence. To defeat the old enemies of the Empire, the Skrulls. As well as the enemies of the Empire, the Humans.

Humanity will yield their secrets to us, allowing us to use them as weapons or to empower our race. This is there sole reason for existing. One which we will make them accept, whether they desire it or not. Then we will conquor the Skrulls, then Shi'ar, the universe.

The future belongs to the Kree Empire!" said the commander, as the selected warrior knelt before him and the other Kree cheered. For their killer and his mission.

On Earth, another assassin prepares...

The man took out the tools of his trade. A flat piece of plastic, a long metal and plastic rod, and of course his finest suit. Glasses firmly put on place, he smiled as he prepared for his hit job on his personal enemy.

"Ben Tennyson's name is going to be dead after I deal with him." said Will Harangue, getting his equipment ready for the coming peace treaty between two of the greatest threats to Earth. As a 'respected' member of the press, Harangue had press access to the event for the people of Earth. One of a select number his company, studio and network had paid to be among.

"Too bad that dinosaur J. Jonah Jackenape is allowed to have his so-called reporters come to the meeting. Too obsessed with his nobody Spider-man to see the real threat of Ben Tennyson. Hell, Jonah even like the little menace because he 'doesn't hide behind a mask like some other so-called heroes'. Well, I'll fix that.

All I have to do is prove that Tennyson and his alien sympathizer Plumber friends have been and still are working with one or both of these evil empires. I'll redeem my name in the press after the little misunderstanding of the work I did... under durass... for the Incursions and prove how much a threat Ben Tennyson is." said Will, as he prepared for every sneak trick he could use, including technology which he had been gifted by both Carl Nesmith and Billy Billions. So he could gain the truth with Tennyson, which was welcomed by both Nesmith and Billions.

Which included an attract female robot to act as his camerawoman, equiped with a number of weaponry and defenses. Plus a number of spy bots which could be used to spy on the treaty.

Author's notes:

Been trying to find a direction for this fic, as I wonder if I lost my way in the writing. So I have been experimenting with other fics like Forgot10 Realms and Stargate:Korra. I was thinking of experimenting with a different Marvel/Ben 10 crossover or a DC/Marvel crossover, and/or so on. Hoping doing something similar but different might jog some ideas. I thought I give you something to read while I think. Still toying with ideas.

Also real life is affecting my writing time, so I am in a slowdown. Which means a half-chapter most weeks, and a number of weeks off. So I apologize in advance.

So enjoy this half-chapter, which might be replace with a full chapter in time. Thanks.

HVulpes


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